The Tree with a tongue
by LadyKath
Summary: Slight AU: The Lorax stood there and watched him plead, that he'd give anything to save it, the very last one. The Lorax knew one way the kid could save it but it would go against everything he told him 'That's not how it works.'
1. Working under the table

I was happy that there were so many Lorax fanfics that popped up since the movie. I was so in love with it that I watched it twice! I loved how they made the story as well as the brilliant animation.

So now here I am, attempting to make my first Lorax fanfic. WARNING EVERYONE NOW! these first chapters haven't been beta checked, so I apologize in advance if there is any incorrect grammar, I can understand that bad grammar can ruin a good story. If there is anybody out there that would like to beta read my chapters, I would be extremely grateful.

Disclaimer: This film adaption of this story is copyrighted to Universal Studios and Illumination Entertainment. And of course the amazing original story belongs to the genius himself, Dr. Seuss(Theodor Seuss Geisel)

Warnings: AU

* * *

The Tree with a tongue

Prologue: Working under the table

* * *

Underneath the smog smothered night skies, the metal shell surrounding the town of Thneedville laid cold and quiet. The stale slow winds shifted the grickle grass and the sounds of crows were heard squawking in the distance. The silence was soon shattered as a section of Thneedville's outer walls folded over each other, creating an opening. Coming out of the opening were a small set of vehicles, their small rubber wheels traveling down a brick road, crumbling from old age. When the vehicles reached a crossroad that forked into several more roads with various signs, a small lens scope with a tiny light emerged from the top of each of them, scanning the signs before they all went on a separate route.

They disappeared into the smog, never to be seen again.

o~~~~~~~~o

Meanwhile, back in Thneedville, aside from the dimly lit artificial trees, the very top floor of a tall corporate office that loomed over the whole town was dimly lit as well. A tall leather chair in center of the main office was facing towards the windows, leaning back and forth gently.

Two technicians named Luke and Charles stumbled into the office, fidgeting with the controls that they were holding.

The leather chair stopped moving, a voice came from it, "Well?"

Luke replied nervously, "W...well, Mr. O'Hare sir...we uh, lost contact and visual with all the scouting vehicles."

The chair sharply turned to face them, a short man with groomed black hair shouted, "_WHAT!_?"

Charles flashed a hopeful smile while sticking a finger in the air, "Well, not all of them sir! We do have one left and I have a good feeling it's going to..." he turned his attention to the small screen on the control he was holding, the smile quickly faded, "Oh...never mind, we just lost it."

O'Hare gritted his teeth, threatening to rip out his hair, "Why does this keep happening!"

Luke lowered his controller in defeat, "Mr. O'Hare, from what we seem to notice during each scouting mission, the small street signs keep changing every time something approaches it, it's almost if..."

"He doesn't want to be found." O'Hare finished with a snarl.

"Well, if there are other traps out there sir, why don't we just send the blimp and we can fly over them, think of all the time and money..."

"NO!" O'Hare slammed his tiny fist on the arm of his chair, "I can't risk the rest of this town snooping their little noses into this." He pushed himself off the chair and paced around, "I've built my fame and fortune selling clean air to all those idiot saps down there, and the only person who can take all of that away from me is out there…...somewhere. "

The two technicians laughed. Luke replied "Oh I wouldn't worry sir, with all those scary stories you made about the Once-ler, no one will dare think to leave."

O'Hare glanced at them, a wide tooth filled grin on his face, "Exactly. While they stay nice and safe in my town, I'll have free reign to hunt him down as much as I need to."

Charles fidgeted, "Uh sir, if you don't mind me asking, how exactly can the Once-ler ruin you? I mean, sure he was the legendary inventor of the Thneed but that was decades ago, he might have passed away for all we know."

O'Hare's confident smile dissolved into a snarl, "That's none of your business. The only thing you should worry about is finding the Once-ler for me, 'less you want to lose your jobs. So if I were you, I would start building a new set of those scouting vehicles PRONTO!"

The two figures quickly rushed out of the room, closing the door behind them. O'Hare slowly looked back out the window glaring into the distance,

_'I'll find him, and I'll destroy any seeds that he has, there's no room for trees in this future.'_

TO BE CONTINUED...

* * *

So, what do you think? Sorry it's so short, I couldn't figure out a good way to merge it with the next chapter, so I uploaded them both at the same time to make up for length. I decided to give names of the two guys that showed O'Hare that 'bottled air' product, since I couldn't think of anybody else O'Hare's associated with besides his two bodyguards.


	2. The perfect gift

I have to admit, this was probably one of my least favorite chapters to write. I hate re-writing canon scenes no matter how much of a twist I put into them, and if I were a reader I would find that boring. So hang in there guys, I know it won't seem like an AU right now, but it will once we get deeper into the story.

Oh and I'm not going to be putting in any of the musicals in the chapters. Yeah, they were fun in the movie and I'm in love with the songs sung by the Once-ler, but they wouldn't serve any purpose in this story.

Please be gentle, this is my first fanfic. :)

* * *

The Tree with a tongue

Chapter 1: The perfect gift

* * *

_Welcome to Thneedville_

_A city they say that is plastic and fake_

_And they liked it that way_

_No nature, no flowers, no one seemed to mind_

_But somewhere out there, was a secret waiting for a boy to find._

* * *

"NOT AGAIN!"

Ted hoped on one foot trying to get his second shoe on. He stumbled down the stairs, putting on his helmet and fiddling to get the strap on. He ran through the kitchen where his mother and grandmother were currently residing,

"Mom! Why didn't you wake me up!"

Ted's mom replied dully, growing bored of what seems to be a continuing habit, "Ted, you know when school starts. Don't you set that alarm I bought for you?"

Ted shrugged, "I can't help it if my hands turn off the alarm while I sleep."

Ted's mom rolled her eyes at that terrible excuse, "Whatever you say sweetie."

Ted gave her a pouty glare. He quickly grabbed a box of cereal that was put out for him and poured a bit of its contents into his mouth followed by mixing it with milk straight from the carton; his method of breakfast on the road.

Ted's mom turned to face him, "Oh Ted, for crying out loud use a bowl."

"Crrrnnnnt, gwwta gwo!" Cheeks filled with cereal, he grabbed his backpack and ran out the door, leaving a sighing mother and a giggling grandmother behind.

He reared up his one wheeled motorbike and he was off. He dodged people on the sidewalk, taking shortcuts through the back of people's houses until he was up near the school entrance. After parking his bike and locking it he turned around and noticed someone else in a rush towards the high school entrance across the street. All the anxiety to get to school on time all melted away as he sighed with a smile,

"Audrey."

He watched her run through the double doors even after they shut behind her. It wasn't until the bells from both schools rang that he snapped out of his dream state,

"Oh man!" Nearly tripping on the steps, he disappeared into his school as well.

o~~~~~~~~o

Ted had his head laid down on his desk. It became study hall time for the kids; a time in the day where they were supposed to do homework but all they do is talk and goof around. Though his eyes were shut, Ted could heard everyone talk about the exciting activities they do; it kind of made him wish that something exciting that would happen in his life too. He jerked out of his relaxed state when he felt someone tap his shoulder, he turned but no one was there. Instinctively he turned his head the other way and in his face was a horrific green monster mask. He cried out in shock as he toppled over in his chair.

The mask wearer laughed at him. Ted glared, "Very funny Kyle."

Kyle lifted the mask over his head, "Come on, I can't help it that you're too easy."

Ted set his chair upright and sat back down, "Really? A Once-ler mask? Come on Kyle."

"What? You can never be too old for these." Kyle took the mask off and looked at it, "I wonder if the real Once-ler looks like this?"

Ted sighed, "Don't know, don't care."

Kyle smirked, "Oh come on, you don't ever think about sneaking out of town and finding out. Find him lurking in the dark, waiting to strike?"

Ted glared, "Knock it off Kyle, that's not funny." Those scary stories of the Once-ler weren't simple ghost stories; everyone in town takes them so seriously that O'Hare requires the town to do random drills, should the Once-ler creature ever sneak into town.

Kyle waved his hands, "I'm just kidding, heck I'm not stupid enough to go out there." He cleared his throat, changing the subject, "Hey did you hear that high school girl Audrey is throwing a big birthday party."

Ted straightened, "Really?"

Kyle nodded, "Yeah. Hey you two are neighbors right? Maybe you can get invited to her party."

Ted sighed, "I wish, but she hardly knows I exist. She always seems to be in her backyard, doing who knows what."

Kyle nudged his shoulder, "Go for it anyway! You won't know until you try. You can even find out what birthday gift she wants the most, that'll definitely win her over."

Ted gazed off the side, a small smile tugging his lips, _'Yeah...the perfect gift.'_

o~~~~~~~~~o

Ted rode slowly back home on his bike, his mind buried in thought,

_'Should I just knock on her door? What would I say? I'm terrible at making conversation! I need to find a reason first, but what?'_

He stopped in front of the large toy store and saw the newest toys at the large display window; one of them was a new shiny model airplane, _now with adjustable wings!_

A large smile formed on his face, "Yeah...that's it!"

Ted smiled at the bag in between him and the handle bars of his bike, it may have cost him all of his allowance, but it'll be worth it to get a shot at talking to Audrey. Coming to a stop in front of Audrey's house, he took a deep breath and began to prep everything up. He snapped on the wings and tail, once he was sure they were put on right, he took the remote control out of the box. Turning it on, he tested the adjustable wings and it work perfectly in sync. He took a deep breath,

"Alright, now to just have it crash in the backyard and I ring the doorbell with my famous sad puppy eyes, there's no way she'll say no to me."

With that, he pushed the stick forward and the plane took off. He never owned a model airplane, or any kind of model for that manner, so he had to practice a bit to get the choppiness out of his steering. Once he was content on his control, he began to steer the plane up higher, he bit the inside of his cheek as he aimed for the backyard of Audrey's house, once he was sure it was at the right spot, he jerked both control sticks downward and the plane went straight down.

"Ow!"

Terror struck Ted's face as heard the voice from the backyard, a voice he knew all too well. He dropped the control, hitting the concrete, "Oh man! I hit Audrey!" He gripped his hair and paced frantically, pausing for a moment and kicked the box the plane came in, "Stupid idea!"

"Hello? Is this yours?"

Ted froze and slowly turned to face Audrey, who was standing at the open gate that lead to her backyard, holding the plane in one hand and rubbing the top of her head with the other. Panic filled Ted's chest as he ran towards her, "I'm _so _sorry! I-was-just-testing-the-plane-out-and-the-controls-were-all-wacky-and,"

Audrey laughed, "Whoa there, it's alright it was an accident."

Ted laughed nervously, "Y, yeah! An accident..."

Audrey slowly gave the plane back to Ted, followed by an awkward silence. Ted fidgeted the plane in his hands, _'What are you WAITING for Ted!' _

"So uh, I heard your birthday is coming up."

Audrey smirked, "How did you know?"

"Oh, uh, I just heard from others at school, that you were going to have a big party and all."

Audrey's sunny expression suddenly turned gloomy, "Oh."

Ted frowned, "Is...that a bad thing?"

Audrey jumped, "Oh! No, I mean I'm happy about my birthday, just not the party."

"Really? Normally girls love to have big parties."

Audrey sighed, "Not me, the party was my parent's idea. Personally I just want to relax, paint and be in my own thoughts."

'_She paints! A topic! Come on Ted, keep the conversation going!' _"Oh? You paint? That's pretty cool, what kind of stuff do you paint?"

Audrey smirked at him, "Come on, why don't I show you."

Ted's stared shocked as she walked past the gate into her backyard. He quickly smoothed out his hair and checked his breath before he followed her. He caught up to her but didn't expect her to quickly go behind him and cover his eyes.

He blushed, _'W…what's she doing?'_

He let her guide him to wherever, and suddenly uncovered his eyes. He didn't expect this, the _entire_ back side of her house was completely painted; a blue sky with puffy white clouds and what looked like giant fuzzy cake pops. The painting technique was incredible.

"Wow," Ted whispered. He slowly walked up to the wall and touched the dried paint, "This is incredible, you painted all of this?"

Audrey nodded, smiling bigger than Ted's ever seen her smile, "It took me a long time to finish it, but I enjoyed every minute doing it."

As much as Ted didn't want to risk offending her artwork in any way, he had to ask, "What are those exactly?"

She seemed happy to answer that, "Those are trees!"

Ted stared, "Trees? You mean these?" He pointed at the nearest fake tree.

Audrey rolled her eyes and shook her head, "No, I mean _real _trees! A long time ago they used to grow all around here." She rested her head on the steps to her back door and gazed up at her work of art, "These were called Truffula Trees and their tufts were as colorful as a rainbow. They say they were softer than silk and had the sweet smell of fresh butterfly milk."

Ted stared, "Wow, you just rhymed."

Audrey gazed admirably at her painting, "I know, wasn't it beautiful?"

Ted rubbed his arm, "Uh, sure. So anyway, about that birthday-"

Audrey sighed and continued her thought as if Ted didn't say anything, "All of my friends at school think I'm weird for liking things like this, even my parents think it's weird. You don't think this is all weird do you?"

"W...What? No, of course not! I think it's kinda cool."

Audrey smiled, "Thanks….." She paused with a confused look, "Umm…..wow, I don't even know your name."

"Oh! Right, sorry!" Ted offered his hand, "I'm Ted."

Audrey giggled and took the handshake, "Nice to meet you Ted."

Ted slightly gazed back up at the painting of trees, an idea suddenly popped in his mind, "So…what if, now I'm just thinking out loud, what if someone, let's just randomly say _a guy _happened to find you a real tree? Maybe for your birthday?"

"Oh, I would love him forever! I would marry him on the spot!" She quickly covered her mouth and blushed, "Sorry that sounded crazy." Sighing, she continued, "But that would have to be the greatest gift anyone can ever get me, it would be the best birthday ever."

Ted couldn't get rid of the wide smile on his face.

o~~~~~~~~o

"A real tree?" Kyle asked, "What does she mean a real tree?"

As the two boys walked down the sidewalk the next day, Ted nodded, "I don't know, ones that aren't made of plastic I guess."

Kyle let out a little laugh, "I've never heard of anything like that before, are you sure this isn't some weird thing she dreamed about?"

"I've never seen someone so sure about something before. I mean, it can't sound that ridiculous, these factory trees had to be based off something right?"

Kyle glanced over at the nearest fake tree, from its round green bulbs to the tall brown base, "Yeah, I guess you got a point. I wonder if real trees light up also?"

Ted let out a small chuckle, "I doubt it. The problem is how am I going to find a real tree at all, let alone find one in time for her birthday?"

Kyle kicked an empty can nearby, "You can try the library, I know there's tons of boring facts in there."

Ted smiled brightly, "Yeah, that's a great place to start! Come on!"

Kyle shook his head, "No way, count me out. I promised myself to avoid boring places as much as possible."

Ted glared softly, "Come on, you're not going to help me out?"

Kyle smirked, "Hey, this is your girl. Besides, my Mom's expecting me home by now. Have fun!" He bolted down the sidewalk.

"Gee thanks."

o~~~~~~~o

Ted was ready to lose his mind; the things he was willing to do to win the heart of the most beautiful girl in the world. There he was, sitting helplessly with piles of books piled around him that he had ripped off the shelf, desperately looking for anything on a Truffula tree, or any tree, or any _plant!_.

"It's almost if they never existed. Maybe she did dream about them..." He shook his head, "No, they have to be real! Come on Ted, don't give up so easily!"

Ted tentatively made his way to the front desk where the librarian was. He cleared his throat, "Excuse me, are there any books that has something about trees?"

The old librarian smiled gently, "The superstore down the street sells them dear, they have all the latest models and features."

Ted waved his hands at her, "No no, I mean _real _trees; ones that grow out of the ground."

Suddenly Ted noticed fear struck her eyes, but she tried to keep a calm demeanor. Her eyes darted around the room as she replied, "I…I don't know what you're talking about dear, there aren't any real trees."

Ted wasn't sure how to respond with her sudden change in behavior, "But, there has to be..."

She interrupted; her expression became stiff, "All our trees are sold at the superstore down the street dear, try there."

Confirming that the old lady had gone crazy, he carefully headed towards the exit, "O...kay then, I'll just look somewhere else."

Unbeknownst to him, a hidden camera zoomed in on Ted as he walked out the door, its camera outlining him in red and an exclamation point flashing.

o~~~~~~~~~o

Aloysius O'Hare hummed a tune that was in his head as he struggled to stay balanced at the very top of his leather chair, attempting to complete his card pyramid by placing the very last card on top. Then, the double doors to his office opened loudly and sudden, causing to him to topple over his chair, the card pyramid crumbling as he fell to the floor behind his desk.

Setting his chair upright, he climbed up on it so he can properly glare at his two bodyguards, "I_ thought_ I told you two to start knocking from now on!"

The bodyguards didn't reply, instead one of them took out a visual device and held it down to him so O'Hare could see. He listened to the whole thing, though the sound was low, he definitely heard 'real trees' somewhere in there.

"Plug that into the computer, I want to get a better view." O'Hare twirled in his chair as the guard plug it into the main computer, a big screen rolled down, revealing a blown up visual.

"_No no, I mean real trees; ones that grow out of the ground."_

"_O…kay then, I'll just look somewhere else."_

O'Hare's fingers were digging into the leather of his chair, "Who is this kid?"

Ted on the video was highlighted and his name along with basic information was revealed. O'Hare snarled, "Ted Wiggins huh?" He faced the two men, "Find out what he's up to."

The two men left the room, but O'Hare kept staring at the stilled picture of Ted, _'How did this kid know about real trees?'_

* * *

To be continued…


	3. The Tale of the Ol' Once ler

Many thanks to my reviewers PurpleLightning12, Gremblin, Cooltoons4readers and PaddysGal. Hope you enjoy these two new ones!

And extra thanks to Cooltoons4readers for beta reading my chapters as well! :D

* * *

The Tree with a tongue

Chapter 2: The tale of the Ol' Once-ler

* * *

Sadly, the library was his best option. After the freaky incident with the librarian Ted didn't know where else to go that would help him, the day ended up being a total bust.

It was now evening and he and his family were at the table for dinner. Ted playfully poked a piece of his gelatin food with his fork until it all fell apart.

Ted's mom stared at him with concern, "Ted, sweetie is something on your mind?"

Ted jumped, "W...what? Oh, uh, it's nothing."

His mom wasn't convinced, "Ted, you've been playing with your food this entire time, so something's up. Come on, spill it."

Ted slowly pushed his plate to the side, he might as well give it a shot, "Mom, I was wondering...you wouldn't happen to know any place where I can find a tree."

She stared at him, "Ted we have one, you can see it from the window."

Ted let his head fall lightly on the table. He was tired of repeating the same thing, "No I mean a _real _tree, trees that grow out of the ground."

Ted's mom cringed, "Grow out of the ground? The dirty ground? Why? Why do they need to do that? What do real trees even do?"

Ted sighed more irritably than he intended but he was too exasperated from his stressful day, "I don't know, but I really need to find one. Where do you think would be a good place to start?"

"Why the Once-ler of course."

Ted and his Mom both glanced over at Grammy, who was innocently cutting away at her dinner.

Ted stuttered, "The...the Once-ler?"

Ted's Mom sighed, "Mom stop it, don't scare him. You know how long it took for him to stop having those nightmares?"

Ted blushed, "Mooom! That was a long time ago!"

"It was only two years ago sweetie."

"_Anyways,_" he turned his attention to Grammy, "Grammy, if no one in town can help me, what makes me think a horrid creature lurking in the smog can?"

Grammy giggled, "Oh you're right dear, my poor ol' mind must be slipping again, don't mind me."

Ted sighed, "So neither of you know where I can find one?"

Ted's mother shrugged, "Sorry Ted but if you really want a tree, we can go buy one this weekend. I heard the latest model has its own remote and has colors for each season."

Officially giving up, he pushed himself out of his chair and dragged his feet out the kitchen, "No, that's alright."

o~~~~~~~~o

Ted left the bathroom, bathed, teeth brushed and ready for bed. He never felt so defeated before in his life, it was typical that the only way he could win the prettiest girl's heart is by getting her something that's impossible to find, he should have known it was too good to be true.

When he entered his room and closed the door behind him, he noticed Grammy was standing behind it, waiting for him. He cried out and jumped,

"Grammy! Wh...what are you doing in my room?"

Grammy smiled, "So, you want to find a real tree?"

Taking a couple nervous steps back, he replied, "Uh, y...yeah, I do."

Grammy then helped herself over and sat down on the chair at his desk, "Well as I said before, you need to find the Once-ler."

Ted sighed and plopped down on his bed, "Grammy, I'm not in the mood for this right now. I'm not going out searching for some monster and ask 'hey you've seen any real trees around here?' and then quickly become its lunch."

Grammy shook her head with a sigh, "Oh sweetheart, the Once-ler isn't at all who you think he is."

A brown eyebrow arched, "He?"

Grammy smiled, "Why yes, I remember him from so long ago. Quite a handsome man he was. It's a shame that horrible short man has told so many lies about him."

Ted stared, it was odd seeing Grammy more serious than usual, "Short man? You mean Mr. O'Hare? Why would Mr. O'Hare lie about the Once-ler?"

Grammy paused for a moment, Ted could tell on her face that she was trying to find her words, "No one knows but I can tell you the real tale of the Once-ler. He knows exactly what happened to all the trees. If you want any lead on finding one, you have to find him."

Ted cringed, he did not like that idea at all, but what choice did he have? He took a deep breath, "Okay, so...where do I find him?"

Grammy giggled, "Oh he's impossible to find."

"What? But...but then why would you tell me...?"

Grammy held a finger up to his face to quiet him, "He's impossible to find if you don't know the clues."

"Clues?"

Grammy stood up, took her cane and gently closed the curtains in his room, "Hardly anyone knows the tale anymore, but I still have it right here." She pointed to her head.

Ted wasn't sure if that was a good thing or a bad thing. She cleared her throat and began,

"At the far end of town where the grickle grass grows,

Where the winds smell slow and sour when it blows,

And no birds ever sing excepting old crows,

Is the street of the lifted Lorax."

Ted wasn't sure what to think; so far _none_ of it made sense, just a bunch of rhymes. Grammy continued,

"Past the first patch of grickle grass, you'll find a hill's highest pitch,

It is there you find the first road called North Nitch,

Find and take a left on Weehawken,

Sharply you turn right on South Stitch.

Through the thick smogulous smoke and even thicker grickle grass,

Is where you'll find the street of the lifted lorax."

Ted rubbed his temple, "Grammy, it's a nice poem but it doesn't make any sense."

"Oh believe me it'll make sense." She took his hands gently, "Trust me dear, I'm not as crazy as I make your mother believe I am." She sighed as a frown formed on her face, "I remember when trees were everywhere and I would love to see one again..."

"Grammy..." Ted never saw his Grammy sad, or even frown for that matter. Somehow he had a feeling that this was going to mean a lot for more than just Audrey. He smiled at her, "Alright Grammy, I'll do it."

Grammy giggled and pinched his cheek, "Good for you dear. Oh, and before you sneak out there, if you want the Once-ler to talk to you, you're going to need a certain form of payment."

Ted groaned, he had a feeling this whole trip is going to be difficult, "Well here hold on, let me write all this down. Uh...how did that poem go again?"

o~~~~~~~~~o

Through the thick smogulous smog and dark thunderous clouds, a figure sat on a large rock, while playing dully on severely out of tune guitar strings, giving off a rather haunting tune. A lot of the crows had gathered around him, whether they were mocking him or keep him company he wasn't sure.

He didn't care though. They were his only company now. He missed playing for others…..for _them._

He slowly turned and gazed at the so called perfect paradise made of plastic as it glowed through the smog.

Perfect. What a joke.

He tugged on an old string rather hard, "There used to be a perfect paradise here…..used to be."

* * *

To Be Continued...


	4. Street of the lifted Lorax

The Tree with a tongue

Chapter 3: The Street of the lifted Lorax

* * *

_'Well, this is it.' _

Ted got up at the brink of dawn. He picked up the piece of notebook paper that had the poem which were his only means of directions and a list of things the Once-ler supposedly wants in exchange for his tale about trees,

"Let's see...15 cents, check." He put the dime and nickel in his pocket, "A nail, check." He put the nail in his pocket as well, "And...the shell of a great great grandfather snail." He placed the snail in a small jar and put it in his backpack. Helmet in one arm and piece of paper in the other hand, he slowly crept out of his room. He made it to the bottom of the steps and attempted to turn the knob at his front door,

"Ted?"

Ted nearly jumped out of his shoes, "Uh, hey Mom."

"What are you doing up so early?"

"Oh uh, just going for a morning bike ride."

Ted's mother stared at him sternly, "Why can't you ever wake up like this for school? Besides you know the town's curfew doesn't end until 8am, you have to wait a couple more hours before you can go out riding."

Ted groaned, "But Mom…."

"Oh dear," Grammy's voice came from upstairs, "I seemed to have misplaced my teeth, can someone be a dear and help me find them."

Ted's mom sighed, "Coming Mom."

Ted watched her drag her legs down the hall and disappear into one of the rooms, with Grammy fidgeting innocently right outside said room. She then gazed over the railing and smirked down at Ted,

"Go, hurry." Grammy whispered.

Ted had the urge to laugh, but only a big smirk came out, "You're the best Grammy," he whispered and with that, he disappeared through the front door.

He kept his bike at a low speed to keep the small engine from making too much noise, he gazed around the walls of the town looking for an exit.

"Come on, whatever comes in must come out right? There has to be an exit somewhere." He then caught wind on the pipes that were installed along the metal walls, he followed.

The pipes continued to the darkened back alleys of the town but before he could venture back there, he gasped when the O'Hare delivery guy drove by on his small truck; he quickly hid behind nearby inflated bushes. He peeked out and watched him replace the old bottle of air with a new one, humming an enthusiastic tune in his head. Once he drove away, he pushed his bike back on the side walk and disappeared into the dark alley.

The metal head that posed to be an alley dog poked out of garbage can, gazing it's piercing red eyes at Ted.

The pipes finally stopped in the heart of the alley, steam occasionally spewing out of its sides. Ted noticed a doorway higher up and out of reach. Looking around, he noticed a little compartment revealing a large red button inside, he jabbed it and a flight of metal steps swiftly shot out of the wall.

Ted smiled, "Sweet."

He adjusted his helmet, gently guided his bike up the stairs and entered through the door, unaware of the red flashing light above it.

o~~~~~~~~~~~o

"Here's your latte Mr. O'Hare!"

O'Hare sighed and rubbed his hands together with anticipated delight; nothing starts the morning better than an extra foam vanilla latte. As he was about to reach for it, his office began to flash red.

He snarled, "What's going on?"

The big screen began to roll down behind him. He whipped his leather chair around, smacking the latte out of the intern's hands, its contents spilling all over him. O'Hare gazed tensely at the screen as it played live footage of the same suspicious kid now riding through the sewage system that flowed between the town and the outskirts of town.

'_I thought I told those two idiots to keep an eye on him!'_

He heard his two bodyguards charge into his office, _'Or they're just really slow,' he_ thought as he rolled his eyes. He watched Ted again as he discovered another doorway that lead to the outside, his frown slowly grew into a sly smile. He turned in his chair, waving dismissively at his two guards,

"No cause for alarm."

His two guards stared bewildered at him. O'Hare continued,

"Think about it, all of the scouting vehicles I've sent out there had the best surveillance and survival equipment money can buy and they have never returned. What chances does that kid have out there? He won't last five minutes…"

The guards stared at him uncomfortably finding out their boss was not concerned at all for the kid's safety. Catching hint of what they were thinking, O'Hare merely shrugged,

"Hey, I'm a busy man; I'm not liable for anyone who chooses to leave on their own. I give warnings all the time on what happens when they do, if he wants to leave then by all means, let him leave."

Officially dismissing the issue, he turned back to the intern who was dripping with coffee and holding an empty cup. He snarled, "Well, what are you standing around for? GET ME ANOTHER COFFEE!"

o~~~~~~~~~~~o

"Whoa….."

He always anticipated that the outside would look scary, and it did. But there was something else added to the feeling, a sad feeling.

It was nothing but endless smog, the dark clouds too thick for a single ray of sun to get through, an occasional bolt of lightning ripped through them. Ted wasn't sure why, but he felt somewhat heartbroken when he observed the ruined environment, it's like he could almost hear the land crying out and he wanted to help it. He took a deep breath to gather some courage, though he quickly regretted it as all he breathed in was smog. He let out a violent cough,

"Ugh, gross! Alright Ted, you can do this. The Once-ler won't eat me, it's all just made up, Grammy would never let you venture straight into your doom." With that, he carefully began taking his bike down the crumbled brick road. Everything was so quiet and dead that Ted didn't expect what had happened, something popped out of the ground and through the smog. He cried out and fell off his bike; he curled up in a ball and covered his head with his arms,

"PLEASE DON'T EAT ME ONCE-LER! I TASTE BAD!…What the?" He slowly lowered his arms and looked up at the supposed attacker. It was an image of the monstrous Once-ler that he had grown up seeing in all those scary stories, but something was off.

He got to his feet and got a closer look, "It's…it's a cutout."

Sure enough, it was a wooden cutout of the monster, sloppily painted on. He slowly walked behind it and saw the rusty spring that pushed it up. He gazed down at the contraption that held the spring and saw something engraved on it.

_Property of O'Hare Air Enterprises_

Ted could only stare at the label, his Grammy's words coming back to him, _"It's a shame that horrible short man has told so many lies about him."_

"Why would Mr. O'Hare set this all up? It's like he wants us to be scared of him."

He shook out of his thoughts and rushed back to his bike, he had to focus on the task at hand.

He continued down the path, gazing at the stiff old stumpy looking things that sprouted out of the land and the rivers of black water bubbling at the surface. He treaded up the hill and noticed the single road ended at the very top, forking into several more roads. He gazed up at the several street signs, each one pointing at a different road. He jumped when suddenly the street signs sank down into the road, obviously operated by machinery, they then popped back up but now they were switched around. Ted watched with wide eyes as the signs still continue to switch around, like watching someone shuffling cards.

When they finally stopped, he began to grow nervous of which route to take, but then he suddenly remembered the poem. He ripped the piece of paper out of his pants pocket and unfolded it, "Okay, let's see uh, past the first patch of grickle grass, you'll find a hill's highest pitch, it is there you find the first road called North Nitch." He looked up nervously at the signs, hoping that they wouldn't change on him again.

"There it is, North Nitch. Alright, here we go." With that, he continued onward.

As he approached the second set of street signs, they did the same thing as the first set. It amazed Ted just how much work was put into this. He remembered another thing his Grammy warned him about,

'_Remember dear, the Once-ler doesn't want to be found, he will do whatever it takes to steer you away. Remember the clues in the tale and you will be fine.'_

When Ted took the left on the Weehawken sign he noticed it got rapidly darker. Looking back he realized since the town was so bright on the inside, it gave off plenty of light pollution, now that he was far away enough from it, he saw the wasteland the way it really looked. His nerve left him, he felt his insides begin to turn and his hands beginning to tremble, making him grip his handlebars tighter. He took deep breaths,

"Come on Ted, you're making progress you can't stop now. So far nothing bad happened."

Of course, if karma had been against him this whole time, it didn't feel like it until now. Not too long after he said that, something in front of him began to shine against his front lights. When he got close enough, his eyes widened with terror.

It was the blade of an axe.

Quick reflexes kicked in, he leaned all the way back, barely missing his head getting chopped off as the bladed axe floated by; the blade scraping against his helmet. When he got his balance back, he cried out when more of them began to appear in the smog. He kept dodging each one left and right, when the tip on of them snagged his shirt and tearing it, he fell off his bike. His bike skidded a good distance from him, the only thing he could see from it were the front lights. He looked down at the tear in his shirt, then up at the axes that seemed to be floating with the smog.

He gripped his head, "Oh man, I'm in way over my head. If this guy's willing to decapitate whoever comes close, I don't want to know what he'll do when he actually meets someone."

He crawled over to his bike, picked it up and decided to walk alongside it, he was lucky with just his shirt getting torn, he wanted to make sure it only went that far.

Finally it seemed that it was all over, with that he got back on his bike. Before he rode off, he looked back and noticed an outline of a rusty old machine; its whole structure seemed to be hollowed out with age but apparently still stable enough to hold a long branch of axes.

"What the heck is that thing?"

A bolt of lightning struck nearby, causing Ted to jump and cover his ears. He quickly reared his bike into gear and steered forward, "Good enough answer for me!"

Ted squinted and noticed another set of street signs. He fumbled for the paper in his pocket, took it out and read it, "Let's see; 'sharply you turn right on South Stitch.'"

He slowed down on the street signs and as expected they began to shuffle around. Once they held, he found the one that said South Stitch he pressed down on the pedal and began to make a loose right but cried out when he noticed beyond the signs…there was a chasm.

He screeched his bike to a halt, almost tipping over the edge. He gripped his chest, his heart feeling like it was going to leap out of it. He reluctantly gazed down at the edge, seeing nothing but darkness. Observing the roads closer, though all the fake roads led you off the cliff the South Stitch was nothing but a very narrow pathway along the wall of the chasm.

Ted gulped, "Wow, they _really_ mean sharp right." With that he carefully, very _slowly_, guided his bike along the narrow path, bits of rock occasionally gave way under his weight. He smiled in relief when the pathway began to widen.

He really needed to stop celebrating so soon.

He cried out as he felt himself plummet downward, the road went down what felt like a fifty degree angle. He felt his crotch slam uncomfortably against the seat as the hill went upward again, the sheer speed his bike was going when it went down send him flying up in the air when the ground evened out. He landed hard, causing him to bounce up and off his seat, his feet scrambling against the dirt. During his struggle to get back on his bike, he noticed the road had begun to turn in a different direction making him drift off course.

He grunted, taking a huge leap back onto his bike and steered hard towards the road, "Come on Ted you can't drift off, stay on the road!"

After everything calmed down, he began to slow down on his bike; his mind and body completely exhausted from this whole trip, he wasn't sure how much more he could take. He decided to stop and take a quick breather, Ted knew that he had to be close, or at least he hoped. He heard the sound of crows squawking in the distance, lifting his head and squinting through the smog he noticed a huge flock of them are gathered around a rock and sitting on said rock was a figure. Suspicious, yet extremely nervous he slowly got off his bike and walked carefully towards the figure and the birds. The figure was dressed in a green suit with a hood that had an optimistic shade of pink, he had a pair of green gloves set beside him so he could tug the out of tune guitar strings with his long ash colored fingers.

'_Could…..could that be?' _ Ted brought up the courage and cleared his throat, "E…excuse me?"

The crows squawked aggressively and scattered away as the figure sharply looked up at him, a pair of blue eyes could barely be seen under the hood that were filled with panic. Ted couldn't help himself; he let out a scream and in turn, the figure screamed as well. Ted turned heel back to his bike, nearly tripping on his own feet. He was preparing to take off when he looked back and saw that the figure was gone, he was all alone.

"What the…where the heck did he go?"

He got back off his bike, the fear from earlier had dissolved. He jogged up to the rock and looked around for any sign of the figure, he shouted out into the distance,

"Hey! Where did you go! You know, I'm the one who's supposed to run away here, not the other way around!"

He could then hear the crows not too far ahead of him. He walked through the smog and noticed the crows were settled on top and around the final street sign,

'_STREET OF THE LIFTED LORAX'_

"I did it…..I found it." He whispered. Ted fought the urge to throw his fist up in the air in victory; he took on a lousy wooden cutout, a forest of dangerous cutlery and a deep chasm that would probably take him to the end of the world _and won! _He looked up ahead and saw a tall Lurkum with a dimly lit boarded up window at the top. He smirked, "Alright, time to get Audrey a tree." He took a step forward, but grimaced when the crows squawked threateningly at him, "Whoa! Easy I'm not here to cause any trouble, I just want to talk to your friend. I mean, I'm assuming you guys are his friends."

The crows simply sat there, glaring while tilting their heads. Ted face palmed, "Why am I talking to crows? I think all this smog is getting to my brain." He shook his head and continued forward, shielding his arms as the crows flew from the street sign and dived down at him before they flew away. He could feel the stiff grickle grass and pebbles beneath his sneakers as he approached the front step, up on the rotting wooden door he saw rusted gold engraved letters bolted on it _'The Once-ler'_

Swallowing the lump in his throat, Ted spotted a doorbell, _'Does it still work?' _he thought. He flexed his fingers to unnerve himself a little, hesitantly reached and jabbed the button. It gave off an unpleasant tune; like it was his final requiem cause for all he knew, this would be the last thing he would ever do. The door began to shake violently, causing Ted to take a step back, the door suddenly flipped forward until it was upside down revealing a contraption built on it involving a mallet, a piece of string and a pair of scissors.

"What the….."

The scissors came to life, closing together its blades and severing the string, the mallet struck down. The next thing Ted realized, he was rocketed high up into the air. To the side, he noticed a metal claw emerged from the side of the Lurkum and it clamped down around his waist. Ted cried out in fear, desperately prying the claw to loosen its grip on him, but it was no use. He found himself being lifted up at the dimly lit boarded up window and stared in anticipation, his breathing had become labored.

"Who are you! What are you doing here?" The figure's face was practically touching the boards of the window, his face hidden with the exception of his fear filled blue eyes, "How did you find me?"

Ted could only stutter; his fear had taken over again, "M…my name's Ted. A…are you the Once-ler?"

The Once-ler swiftly reached out and grabbed Ted by the shirt, pulling him closer. He took his other gloved hand and grabbed Ted's chin, observing his features, "You're not him…"

Ted tried to pry the man's grip from his chin, "Who?"

"No…." The Once-ler continued, "No, he's much shorter." With that, he released Ted and pulled a lever from inside his Lurkum, causing Ted to suddenly drop back down the ground, "I don't know how you got here, but leave! And never come back!"

Ted finally got his breathing under control once he knew he wasn't in any danger. He got back to his feet, "Wait! I wanted to ask you…..Ooofff!" He became winded when a large boot sprang out of the Lurkum and struck him in the gut, pushing him back several feet and knocking him onto his back. Now irritated for getting 'booted' he brushed the dust off his behind and walked back forward, "Okay, that was not cool! Look, I came here to ask you about trees!"

He could see the Once-ler's fingers cringe up, gripping the wooden boards, "T….trees?"

"Yes!"

"No," He said in a low tone, "You don't deserve to know about trees, nobody does!"

"Oh come on!" Ted whined, but then he suddenly remembered, "Oh, wait! I have something for you!"

The Once-ler laughed bitterly, "Your money isn't good here. You think you can bribe me?"

Ted didn't reply, he instead took his backpack off his shoulders and searched inside it for the jar. He walked forward, his hand now searching for his pocket, "Here, I have what you really want; 15 cents, a nail and a great great grandfather snail."

The Once-ler didn't respond, nothing but a dead silence. Ted curled his fingers around the items and tilted his head to get a better view in between the wooden boards on the window but didn't have much luck, "Uh, hello? Are you still there?"

Suddenly, a rusted metal pail was lowered down until it was beside Ted. Taking the hint, Ted carefully placed the items in the pail and watched it as it was raised back up to the window. A long green gloved arm reached out and grabbed the edge of the pail, pulling it up to the window and dumped the contents out onto his other green hand.

The Once-ler stuttered, "How….how did….."

Ted raised his left ear higher, "What was that?"

He replied louder and much harsher, "How did you know about this? Who told you?"

Ted laughed nervously, "Uh, lucky guess?"

Ted could see the Once-ler's blue eyes glaring down at him. He whimpered when he saw the boot slowly creeping out, "Alright alright! My Grammy told me. She told me about this old tale of the Once-ler and she said you were the only one who knows anything about real trees." He took a deep breath, "Look, I gave you what you want, don't you have to tell me or something?"

The Once-ler chuckled, "Kid, I don't _have _to do anything."

Ted groaned, this was going to be harder than he thought. He decided to take a kinder approach, "Please sir, I heard about real trees and I've been curious about them ever since, I really want to know. Please?"

The Once-ler sighed; the kid did everything right as far as he knew, but could he trust him? He pulled another lever and what looked to be an ear trumpet of some kind came sprouting out of his window and down to Ted. He spoke into it, "You have to promise me one thing first,"

"Uh, sure. What is it?"

"You have to promise me that you will not tell anyone where I am. You and your _Grammy _can never utter that tale, do you understand?"

Ted shrugged, "Okay." He jumped when the Once-ler shouted,

"I mean it! There are others who are looking for me; who are after me. They must never discover where I am."

"Okay! I promise, I promise I won't tell a soul."

The Once-ler sighed, "Thank you." He paused, "So you really want to know about trees huh? What happened to them…..why they're all gone?"

Ted leaned into the ear horn, "Y…yeah."

A pain he knew to be well familiar with began to swell up in the Once-ler's chest, his voice slightly broke as he whispered, "It's because of me."

He flinched when the boy yelled into the ear horn, "What was that?" Though it was probably unintentional, he felt the need to shout back in spite.

"IT'S BECAUSE OF ME!"

The Once-ler felt his spirits lift in amusement as Ted fell backward with surprise, aged dust from within the horn all over his face. He continued, "I'm responsible for everything you see around you; the smog, the dead rivers, everything."

Ted took that time to look at the ruined environment again, how could one person possibly do this? He straightened himself back up, "How? What happened?"

The Once-ler let out a deep sigh, wonderful memories began to flood him, "It all started a long time ago when I…"

"Uh excuse me?" Ted tentatively interrupted, "Do you think, maybe we can start not so long ago?"

The Once-ler glared, "Do you want to know about tress or not?"

Ted sighed, "Yes."

The Once-ler smirked, "Well then you better get nice and comfortable because the story starts a long, _LONG_, time ago…"

* * *

TO BE CONTINUED…


	5. The boy that started to care

I'm so glad you guys like my story so far!

Jessie_Cakes5576 - I'm glad you like it! The spin will get even better! :D

LilRockerStar- Thank you so much!

Red on a rose- Oh believe me, there's a good reason he doesn't want anyone to find him. ;) Things will definitely get more intense!

HayatePl- Oh there will be more! The beginning is the calm before a big storm. Also I'm relieved that I got all the characters down right, I was afraid that Grammy would be OoC, lets see if I can keep it up. :D

* * *

The Tree with a tongue

Chapter 4: The boy that started to care

* * *

"I'm all packed Mom, I'm ready to go."

A tall young man walked over to the wagon that was packed to the rim with stuff, carrying a guitar on his back and what looked to be a couple big bags of marshmallows under both his arms.

"Now Once-ie, I did mention that this is a terrible idea right?"

Though resentful emotions began to bubble, the Once-ler pushed it back down and replied cheerfully, "Every single day mom and...every night, before I went to bed."

The Once-ler's mother glared, "Well then why are you still leaving home? Why don't you ever listen to your mama?"

Putting the fluffy white sugary treats in the back of his wagon, he replied, "Because my idea's going to work, you'll see. I'm going to be able to create the thing that all people need."

He hopped aboard his wagon and grabbed the reins attached to his mule and friend Melvin. The Once-ler's mother walked up to him, "Very well Once-ie I guess I can't stop you. But just to let you know, in case this invention of yours turns out to be a failure instead of a success..." she laughed and pinched his cheek rather hard, "Well you can't say I didn't tell ya so!"

The rest of his family that was watching began to laugh as well. His uncle replied, "Wouldn't surprise me one bit!"

The Once-ler attempted to laugh as well but it dried out rather fast, all he could do was snap the reins and the wagon sprang to life. He turned his head at his family; they were still laughing with each other…._at_ him, too preoccupied with their mockery to at least see him off.

"Wish me luck….." He muttered sadly.

o~~~~~~~~~o

He couldn't say the first day of travel was pleasant, no far from it. Though the beginning was nice scenery of the countryside he grew up in, it was until the two of them hit the desert region that it began to get tough. The sun was hot and brutal and the stale wind brought no relief, the Once-ler was thankful nightfall was setting in and decided it was a good time to set up camp and let Melvin rest. Finding dead dried out trees, he set up a fire and the two huddled near it to stay warm as the desert chill settled in. Melvin was nestled comfortably on a blanket while the Once-ler played a slow tune on his guitar while leaning against his wagon. The thought was bouncing around in his head all day and even if Melvin was asleep, he had to ask,

"You don't...think I'm crazy do you?"

Melvin didn't stir.

"I mean, there can't be anything wrong with going after what you believe in." He strummed another tune with a firm nod, "Even if everyone else tells you otherwise, even your own Mom….."

The last string he tugged came out sour. He let his guitar fall to his lap in defeat, "But what if she's right? What if I can't amount to anything and I'm nothing more than just a silly dreamer looking for the easy way to success?

He leaned his head back, his blue eyes locked onto the stars, "I can't turn back now...I can't turn back ever. I don't think I can bear seeing them laugh at me again."

Melvin's ear twitched.

The Once-ler let out a relaxing sigh, his eyes slowly closing, "I have to succeed, to be able to make the thing that all people need."

Several minutes passed; there was no sound except for the crackling of a fire. Though Melvin pretended to be asleep, he had listened to his master; his friend, talk the entire time. He lifted his head and gazed at the Once-ler's now sleeping form, despite his dry stubbornness he had always been concerned for him. He may not have known the family as well as the Once-ler did, but he had lived on the farm long enough to know what kind of people they were.

Greedy. Selfish. Just plain cruel.

Heck, Melvin wouldn't even be around if it weren't for him. His family wanted to sell him to vendors who would no doubt send him straight to the glue factory but the Once-ler saved him, he volunteered that he would take care of him every single day without complaint. He was very young at the time and Melvin wasn't sure if he could believe a child.

But that kid woke up every day at the crack of dawn to tend to him, even though he had tons of other chores weighing down on his shoulders, he _always_ found time for him.

Melvin had never been a trustworthy person, perhaps it was all the mistreatment he had received from his previous owner as a youngling, being born a runt that he was, no one had any hope that he would get far either. He could never figure out how the Once-ler would stay kind and care free after coming from a family that would humiliate, mistreat and discourage him.

I guess in a way, they were kindred spirits.

Melvin grunt as he got up on his legs, marched over to the back of the wagon and pulled out a thick blanket with his teeth and gently covered the Once-ler with it before retreating back to his little resting spot. He snorted again before he closed his eyes.

A great kid, but also an idiot.

* * *

"Whoa, hold on a minute!"

The Once-ler who was so deep in his memories as he told his story that he felt like was actually there, shattered around him as the kid's or whatever his name was, _Ted's _obnoxious voice interrupted him. He glared down at Ted who got to his feet and dusted off his bottom,

"Look, I'm sorry you had family issues or whatever, but what does this have to with trees exactly?"

"A good story always comes together in the end, every part of it is important."

Ted moaned impatiently, "I know but can we skip all that? Maybe skip right to the part where I might be able to _find _a tree? I would love to hear that part."

Suspicion lurked in the Once-ler's mind, and he didn't like it. The metal claw lowered down, swiftly grabbed Ted by the back of the shirt and hoisted him up to eye level. Ted cringed as he glared coldly at him,

"Do you know what part _I_ would love to hear? The part where a boy named Ted tells me the _real_ _reason_ he came to see the Once-ler?"

Ted laughed nervously, "W…what are you talking about? I told you, I'm really interested in trees."

The Once-ler raised a brow, obviously not convinced though he has noticed that Ted seems somewhat afraid of him, as to why he wasn't sure. Adjusting the lever inside his Lurkum, he made the claw throw Ted carelessly up in the air, causing him to cry out in fright before catching him by his ankle. The Once-ler continued,

"Well, I can always tell you the part about a boy who rudely interrupted the story and was sadly never _heard from again!_"

Ted was close to tears, he had the feeling he pushed whatever luck he had to the limit, "Alright! Alright!" He grunted as the blood began to rush to his head, "It's for a girl, her birthday's coming up and she loves trees, she'd give anything to see a real one!"

The Once-ler gripped on one of the wooden boards tightly, a look of pain clouded his eyes, "A gift? For some girl? That's it? So…you don't really care…"

Ted waved his hands frantically, "No! No! I do! Really!"

The Once-ler snarled, "_Liar!_"

Ted felt himself plummet down to the ground. He shielded his eyes as he braced for impact, but he suddenly stopped a few inches from the ground. He felt the claw release his ankle and he hit the ground with a thud.

"You were attempting to trick me just for your own gratification! I'm not wasting my breath on people who don't care!"

Ted got up to his feet, ignoring the dirt that was caked on his clothes. He was officially angry, "_People_? What people? You're the one who's trying to chop up anyone who comes close to you or even send them off a chasm! I'm probably the only visitor you've ever had!"

The Once-ler gritted his teeth, this child had some nerve, "Your ignorance is as thick as this smog! You think you're the first person who's asked me about trees? Selfish, greedy people like you are only out for your own needs, never realizing if you're hurting others…taking everything around you for granted…"

Ted wasn't sure if the Once-ler was talking directly to him, or to himself, "What the heck are you talking about?"

"_LEAVE! NEVER COME BACK!_"

Ted felt his gut get booted once again, leaving another body print in the loose dirt. Ted got back up and thrashed his arms, "Fine! What do I care!" He lashed out his anger on the nearest rock, kicking it far. He grumbled as he stomped back to his bike, "Stupid gift, stupid trees…..stupid _boot._"

The Once-ler stared at Ted in between the wooden boards as he rode away, his headlight disappearing into the smog. He felt like such an idiot for letting his hopes up like that; he should have known better, people are all greedy and self absorbed.

So then why does he feel so sad?

He felt himself slowly slide down against the wall until he was on the floor, _'I thought he cared…..I hoped that somebody still cared.'_ He slowly reached into the pocket of his green coat and gazed down at a large chestnut brown seed, he cradled it close to his chest. He whispered as tears rolled down his face,

"Nobody…nobody cares anymore."

o~~~~~~~~~~o

"Are the next set of vehicles ready to go?"

One of the technicians nodded, "Definitely! They're ready to go on your word Mr. O'Hare."

O'Hare sighed, he was tired of sinking his money into these useless pieces of junk, but what choice did he have? A little bit of money down the drain was worth protecting his fame and fortune.

"Alright, get them all set at the docking stations, then we can…"

His office began to flash red; he wasn't used to having the sirens got off several times in one day and he's starting to regret having them installed in his office. The screen lowered behind him and he turned in his chair to take a look and he couldn't believe his eyes; it was that Ted kid, the one he assumed would have been a goner out in that wasteland. He listened to his two idiot technicians talk behind him,

"That kid is alive!"

"He wasn't afraid of those cutouts?"

"I _told_ you that was a stupid idea!"

O'Hare snapped, "Will you two SHUT UP! I'm trying to listen." He pressed a button on the arm of his chair to turn up the volume.

_Ted guided his bike through the metal door he had exited from earlier, "Stupid Once-ler, kicking me with his stupid boot, just a stupid bitter jerk."_

The three men stared in awe.

"Th….that kid saw the Once-ler?"

"Wow, the kid actually found him!"

"Mr. O'Hare what do you think?"

O'Hare drummed his fingers on the arm of his chair, a wide smirk slowly crept up on his face, _'It seems I underestimated you Teddy.'_

He swiftly turned his chair around to face the two, "I think we should put those vehicles on hold for now, why risk wasting them? We should get a little more information first, and that little brat's going to be the one who'll give us that."

O'Hare gave a small chuckle, who would've thought a kid would be the pawn that would help topple the king?

o~~~~~~~~~~o

Ted managed to get to his room without being seen, or so he thought. He slammed his bedroom door shut and collapsed onto his bed. All that work, all that effort and he got nothing out of it. He was just going to have to accept the fact that he won't be able to give Audrey the tree she's wanted, and there was no way he was going to insult her by buying her a fake tree.

That and he didn't have enough allowance in the world to afford it.

He let his face become smothered by the pillow as he laid there, he didn't even acknowledge the sound of his bedroom door creaking open.

"Ted dear, how did it go?"

Ted muffled through his pillow, "A disaster."

Grammy frowned and walked over to him, "Oh my, that's a shame. What happened?"

Ted turned his head and faced her, "Grammy, he's nothing but a big jerk. I did everything I was supposed to do; I gave him the stupid change, the nail and the snail and then he goes on telling his life story about how he's a laughing stock with his family and…something about mules. I mean, why do I care about what happened in his life? Why can't he just talk to me about trees? Wasn't that the whole point?"

"Because what happened in his life plays an important role on what happened to the trees."

Ted was shocked to silence by her answer; just how much did Grammy know about the Once-ler? "Grammy, did….did you know the Once-ler?"

Grammy smiled, Ted noticed a hint of mischievous in it, "Well, I was around when he shined, and also was around when he fell."

Ted sat up, swinging his legs to the side of the bed, "Shine? Fall? What are you talking about?"

"He's the great inventor of the Thneed, and also the one who designed the very town we live in."

Ted felt his jaw drop, "Wait, _he_ designed Thneedville? Why isn't he running it now? And…what the heck is a Thneed?"

Grammy giggled, "Sorry dear, you're going to have to ask the Once-ler."

"But if you know so much about him, why can't you just tell me?

Grammy sighed, "Because it's not my place to tell. The Once-ler's a very complicated man and he's been through a lot of hard times, to the point where he's lost faith in everything, even himself. I think deep down, he just wants to know that somebody out there cares enough to want to hear his story."

Hearing those words made Ted suddenly uncomfortable. He rubbed the back of his head and gazed to the side, "Boy, the way you said it made me sound like the jerk." He sighed, "I guess I was kind of rude to him, but what can I do? There's no way he'll talk to me now."

Grammy smiled, "You won't know until you try."

Ted returned the smile.

o~~~~~~~~~~o

Shortly after his talk with Grammy, Ted was anxious to make things right. He stopped by at the store to pick up some things before he made his way back to the Lurkum. Thankfully the second trip there was a lot smoother, he managed to find a much safer detour path around the rusted axes and was more prepared for that deep drop along the edge of the chasm. He rode his bike all the way up to the Lurkum and set his helmet on the seat; he adjusted his backpack and braced himself as he walked up to where he talked to him previous. He shouted up at the window,

"Hello? Mr. Once-ler sir, I'm uh, I'm back."

No answer.

Ted sighed, "Listen I'm…..I'm sorry about how I acted. It was rude of me to interrupt your story."

Still no answer.

He decided to continue, "It's funny, all of this got me wondering just how great these trees must be; Audrey seemed so happy, painting them on her house and then gazing up at them as if they're right there in arm's reach. Grammy showed me a side of her I've never seen before, she seemed happy that I was going to talk to you, I can tell she really wants to see a tree one more time. And then you…whatever happened with you that affected the trees must have been devastating, you must really miss them."

When he still didn't get an answer, Ted sighed in defeat. Well, he did try but it seems he screwed things up for good. He slowly turned his back to the Lurkum when he heard soft voice,

"What happened to that ignorant brat I met earlier?"

Ted stopped and looked up at him hopefully.

The Once-ler sighed, there was no way he was going to be out-matured by a kid, "I suppose I owe you an apology too, you wouldn't be the first boy that's willing to do something stupid for a girl. But how can I trust someone who didn't seem to care before?"

Ted rubbed the back of his neck, "Well, I'd like to start caring, if you give me another shot?" His eyebrows jerked as he suddenly remembered something, "Oh, here I got you some things." He pulled out a small plastic wrapped package and a couple bottles of water from his backpack.

The Once-ler eyed the bottles, "Is that…water?"

Ted lifted one of the bottles slightly, "Yeah."

"And…it's fresh, right?"

Ted stared at him oddly, "Well yeah, what else would it be?"

He jumped back when the metal bucket lowered down so fast that it crashed into the dirt, Ted carefully placed the bottles in it.

"Yeah, the water was my Grammy's idea, not sure why but she said you would like it."

He placed the plastic package in there as well and watched it get lifted up to the Lurkum window. The Once-ler pulled the bucket towards him until it slammed against the boards, roughly grabbed one of the bottles and disappeared behind the window. Ted watched that entire scene with unease, it was almost like watching a starving animal finally been given food. Given time to think about it, just how was the Once-ler able to survive out here all this time without any contact with the town? From what he can see, Thneedville seems to be the only form of civilization around here. How did he get food? And from what he noticed, fresh water was an issue too. He sprang back to attention when the Once-ler showed himself again, or at least as much of him as he can see; an empty bottle dangling out the window with his hand,

"Sorry." The Once-ler said, "It's been forever since I've had fresh water, I almost forgot how wonderful it tastes." He seemed content after consuming the first bottle, for when he reached into the bucket for the rest of the stuff he was calmer. Before he picked up the other bottle he noticed the package,

"What's this?" he asked, taking it out of the bucket.

Ted smiled slightly, "Yeah, that one was my idea. They're guitar strings. I uh, I noticed earlier that you were playing one and yours seemed pretty out of tune…_really _out of tune." Ted was putting that pretty mildly. "So I thought you might like that too."

The Once-ler caressed the package gently, "Th…thank you."

Ted sat down on a large rock nearby, "I'd like to hear more of that story."

The Once-ler couldn't help but chuckle, this child was definitely bizarre. "Well you did pay me the proper amount, so I suppose I still owe you a tale." He cleared his throat, "Let's see, where was I? Ah yes, Melvin and I traveled onward for days without any luck on the place that would help me make my greatest invention, I was beginning to lose hope. However, one morning we came across a place; a place that would change my life forever."

He paused, he noticed down below that Ted leaned forward with anticipation. With a smile, he finished,

"Paradise."

TO BE CONTINUED...


	6. Truffula Valley

Ugh, I realized I've been numbering the chapters wrong! Stupid prologue throwing me off, but I got it all fixed. :)

* * *

The Tree with a tongue

Chapter 5: Truffula Valley

* * *

The Once-ler had fallen asleep a while back during their travel, his enthusiasm for his invention had burnt out. He slightly stirred when the wagon came to an abrupt stop and Melvin attempted to get his attention. He didn't move though; after being cramped in his seat for so long, he finally found a comfortable position and he wasn't giving that up.

He grumbled from underneath his tilted hat, "Come on Melvin we're not stopping at anymore vegetable stands, you're starting to pack on a little."

There was a moment of silence, and then he felt a sharp jerk as his seat became the victim of one of Melvin's hind legs.

Frustrated, he pushed the rim of his hat out of his eyes as he looked up, "Darn it Melvin, you've been eating better than I have in the last...Whoa!"

He was suddenly sitting upright when he stared in awe at the scene before him. It was nothing but color as far as he could see; the smell of butterfly milk filled his nose, giving him a sense of calm. He looked up at the clear blue skies and gazed at the swamee swans as their songs rang out in space.

The Once-ler wasn't sure why but he felt a strange connection to this place even though he's never set foot here before, he felt like he…belonged here.

"This place is beautiful," he whispered, "Come on Melvin, let's get a closer look."

The two traveling companions descended their way down the hill, as they got closer they began to hear faint sounds of humming. The Once-ler gazed around to find the source of the hums before he turned downward at the crystal clear stream where numerous orange fish can be seen swimming by. He leaned down until his face was feet away from the water; three fish popped out and greeted him with a pleasant hum.

He smiled widely, "Wow, humming fish! Actual humming fish! I used to read all about you guys when I was little, but I never thought you were real."

The three fish finished their greeting with a loud simultaneous hum before they swam away. He got back onto his feet and noticed something else to his right; a little brown bear struggled to reach a piece of red fruit from the end on one of the trees. He shielded his eyes from the sun with his hand and squinted to get a better view,

"Is that a….barbaloot?"

He wasn't comfortable with how unstable the little bear's balance was. He gasped when the bear took a leap at the fruit, it caught it but now it was hanging there and the tiny little twig stressed from the bear's weight, it was going to snap. Instincts took over as he sprinted over to the bear and dove towards the ground with his arms out in front of him, catching the barbaloot just in time before it hit the ground, the other fruits from the twig fell on his head.

He sighed with relief and smiled at the little cub, "Careful there little guy, you don't want to get hurt do you?"

The barbaloot smiled at him and wagged his fluffy yet stubby tail, the Once-ler couldn't think of anything more adorable than this little guy. He watched as it jumped out of his arms and walked away on its hind legs, the desired fruit in its paws. He chuckled as he himself got back to his feet and brushed the loose grass off his shirt, sadly he couldn't brush off the grass stain. He looked down at the fallen fruit, picked it up and observed it; it was mostly red with a hint of fuchsia, shaped generally like a pear and it had a wonderful fruity fragrance. He opened his mouth and took a big bite into it and at that moment he felt his taste buds go crazy; it was sweet and crisp with a refreshing feeling as it went down into his stomach.

"Wow! This is delicious! Melvin you have to try this!"

He picked up another piece of fallen fruit and held it up to the mule. Melvin sniffed it for a second before taking the whole fruit in his mouth, he snorted with content as he munched on it and when he swallowed he neighed with delight.

The Once-ler laughed, "I know right? This place is amazing!" He took another bite of his fruit and noticed one more thing that fell from the tree; it was a piece of tuft that got ripped off when the twig snapped. He gently picked it up and rubbed it in between his thumb and fingers, as if the fruit wasn't wonderful enough, the Once-ler was speechless of how soft this tuft was.

"Wow this tuft is soft, softer than silk I bet." He gripped the tuft tightly, "This is it! _This_ is the stuff that I'll make my new invention with!" However, when he looked up at the tree he underestimated how tall it was, "I'm not going to be able to reach that high." He shrugged, "Well, I guess I'm just going to have to chop it down."

He discarded the eaten fruit, unhooked the reins that connected Melvin to the wagon so he could graze, then walked over to the back of his wagon and searched through his belongings. Swift and strong, he pulled out his hatchet and tested its sharpness with his thumb.

"Perfect." He whispered. His ear twitched when he heard something ruffling in his wagon, he looked over and noticed a barbaloot picked one of his bags of marshmallows.

"Hey! Put that down!" He reached for the barbaloot, the distraction made him loosen the grip on his hatchet causing the blunt end (thankfully) to land hard on his foot. He cried out in pain and hopped on one foot before he glared back at the bear,

"Come on, that's not for animals!"

Scared at the stranger's sudden frantic behavior, the barbaloot hoped off the wagon, the giant bag of marshmallows in its paws. The Once-ler made a diving attempt at it but it was much quicker than it looked, he got back on his feet and found himself in a standoff with the barbaloot.

"Alright little fur ball, just drop the bag and no one gets hurt."

The barbaloot's face was peeking nervously over the bag; the size of the bag itself nearly covered its furry frame. Right when the Once-ler was about to step forward, more shuffling of metal and other materials can be heard from his wagon, he turned and saw at least a dozen animals; swans, fish and barbaloots were snooping through his things.

"Hey!"

The first barbaloot to steal from him took the window of opportunity and ran off with the bag of white fluffy treats. The Once-ler tried to go after him but he was too flustered and had his focus split between the two predicaments he was in. He ran over to the other animals but they saw his advance and they all scattered, each of them carrying one of his belongings. He watched helplessly as the animals played with them in childish ways; two humming fish were sword fighting with a hand turned beater and a spatula, along with the other fish doing the same thing with his silver wear and other appliances. The barbaloots had pots of various shapes on their heads chasing each other; some even charging head first into each other and the swamee swans took off with some of his clothing, most likely for their nests. He gritted his teeth and roughly pulled his hat down over his eyes, he glared over at Melvin,

"Melvin, I could use some _help_ here!"

But Melvin just stood there, a dry look on his face as he munched on some grass, the animals playing around him. Clearly he could see he was on his own and after _all_ the vegetables he bought for him! The Once-ler looked down and was surprised his other bag of marshmallows was left untouched, he had an idea. He didn't like it, for this idea would sacrifice one of his bags of guilty pleasures but he had no choice, he had to take control of this situation. He picked up the bag and ripped the top open, its noise echoing out a good distance and loud enough for the animals to stop what they were doing.

The Once-ler smirked; he had them right where he wanted them, "Heeeey…..you guys hungry? You want a taste?"

All the animals began to slowly advance forward, but stopped dead when the Once-ler sharply spoke, "Wait! Drop the stuff first, _and then_ you can have a taste."

All of his stuff was dropped simultaneously by the animals who almost seemed entranced by the bag. Waving the bag teasingly, he lured them away from his stuff and his wagon, the swamee swans slowly landed on the ground who were just as entranced as the other animals were. When he got them to a safe enough distance, he took out a marshmallow and gently lowered it down to the baby barbaloot in front of the crowd; the one he saved from a tree earlier.

"Hey, it's you again. You know I should give you a name, I think I'll call you Pipsqueak, you look like a Pipsqueak." He let the little barbaloot take the white treat from his hands and it giggled happily. The other animals watched him with anticipation as Pipsqueak took a little nibble out of the marshmallow, and right away he squealed with delight and munched away at it hungrily. The other animals, convinced by the little one's reaction all huddled around the Once-ler's legs, eager for their treats.

"Whoa Whoa! Easy there! There's plenty to go around."

He knew that handing it to them one at a time would not be effective, he gently ripped the bag down the middle and thrust it into the air; the marshmallows all scattered about and gently fell on the animals like snow. He watched with satisfaction as all of them had their fair share in the sugary delight.

Not that he could blame them, they are the best darn things ever invented!

While they were distracted, he quietly walked past them and quickly put away all his belongings, including hiding his other bag of marshmallows. Picking up his axe, he walked back over to the animals as they finished the last of their treats.

He smiled, "Did you guys like that?"

The animals smiled up at him, some of them nodding in reply. The Once-ler laughed, "Well maybe some other time I'll get another bag just for you guys." He tightened his green gloves and gave a gentle practice swing with his axe, "Now, back to business."

He turned and gazed up at the closest Truffula tree, he heaved his axe back and eyed on the target of impact, then with one mighty thrust, the sharp blade dug deep into the bark.

The animals cried out in shock.

The Once-ler grunted as he pulled the axe free and attempted another shot.

The animals shrank back with fear.

Finally, with one final heave the axe dug all the way through the trunk. The Once-ler took a step back and watched with self satisfaction as the tree tipped forward and collapsed onto the ground, shaking the earth beneath his feet.

"A good clean cut if I do say so myself, what do you guys think?"

He turned around and cried out when he no longer saw the cute, friendly and curious animals he dealt with earlier but now they were glaring daggers at him; the barbaloots snarling, the humming fish curling their fins to represent fists and the swans spreading their wings threateningly. When they began to advance on him he took a couple steps back,

"Hey, come up guys! What's going on?"

One of the barbaloots snapped at his leg in response, he shrieked with surprise, stumbled on his own feet and fell on his bottom next to the freshly chopped trunk. He cringed and held a palm up to them,

"W…what's the big deal guys! It's just a stupid tree!"

The ground below him gave a violent shake and he froze with shock, as well did the animals. Another rumbling was heard and the Once-ler discovered the source; the trunk was violently shaking.

Dark clouds began to gather, followed by gusting winds.

* * *

"I didn't know what was happening at all, it was something I've never seen nor experienced before in my life, I actually became frightened."

The Once-ler found himself back in the present; it felt good to recollect the pleasant parts of his memories, even if they were the only ones he had.

"Little did I realize that by chopping down that tree, I had summoned a mystical creature as old as time itself."

Ted gaped with anticipation. The Once-ler continued,

"The legendary Lorax."

"Lorax," Ted whispered. He then turned slightly and gazed at the street sign as the reference suddenly made sense to him. He faced forward again and even though he would eventually find out, he couldn't help himself but ask anyways, "So, what was the Lorax?"

The Once-ler chuckled, "What was the Lorax indeed. There really wasn't any way to describe him, he was simply…the Lorax; a one of a kind creature."

* * *

The Once-ler sat there and stared up at the sky with awe, his hat had blown of his head and his black hair whipping around his face in the wind, not even acknowledging the animals that have scattered about in panic. When lightning began to travel through the unusual clouds, he edged away from the stump as quickly as his elbows would let him. Then suddenly, the lightning gathered in the opening in the clouds and a beam of light shot down into the trunk. The Once-ler felt the skin on his face stretch as he felt the ripple of force coming from said light; he grunted when a random humming fish flew into his face and now seemed to be clinging onto his hair for dear life.

Then, it ended as quickly as it started. The beam of light disappeared into the trunk and the dark clouds were gone in an instant, the forest looked just like it was when he arrived.

An orange mass popped out of the trunk like popcorn, landing on the ground with a thud. The Once-ler gently peeled the fish off of his face and stared at the result of the whole, somewhat anti-climatic phenomenon. He sat up straight and the rest of the animals slowly gathered alongside him, also gaping in wonder at their new visitor. The orange creature sat up with a look of fatigue and confusion on his face, like he was dragged away against his will from wherever he was. He shook his head and looked up and stared at his new surroundings, including the Once-ler and the animals. The creature looked behind him and gasped in fright at the trunk he emerged from, he scrambled to his furry little legs and gripped the sides of his head, completely at a loss for words from what he saw as a tragedy. He spotted the fallen tree not too far ahead, rushed over to it and caressed the trunk gently; he laid his ear on it as if listening for a heartbeat, or any sign of life but sighed in defeat. Looking back up at the Once-ler and the animals, his green eyes became sharp and angry,

"Who did this!"

Every single animal quickly pointed their fin, feather, claw, pretty much whatever they can pose for a finger, right at the Once-ler. He felt his chest tighten, "I, uh…"

The creature's glare darkened, his large brushy mustache bristled, "I'll deal with _you_ in a minute. But right now I've got something more important to do."

Even though the sharpish and bossy tone in his voice made it sound like he meant business, his sheer small size only made his threat humorous but the Once-ler kept his laughter in check. He watched as the orange creature slowly picked up a nearby rock and placed it in front of the trunk, the animals began to follow suit. Rocks were placed around it, forming a little circle and all the animals lowered their heads in a moment of silence.

The Once-ler's face twisted slightly, shocked at the weird scene that was occurring around him, "What in the world…?" He was suddenly smacked in the hand by a fish that was standing beside him; he winced, pulled his hand up to his chest and glanced down at the fish who gave him a soft glare that clearly told him to not interrupt.

This went on for another couple minutes or so, and he had it. As fascinating was it was to see animals behave in a way that humans do, this whole tree memorial service they were doing was just ridiculous. He firmly got up on his long legs and waved off at the mourning animals,

"Okay, this is getting crazy. You guys can stand here all you want, as for me I've got a world to change."

He no longer cared if he was being rude and impolite; he wrapped his arms around the trunk, grunting as he lifted it up. But before he could drag it away, the orange creature hoped up on the trunk with his arms crossed,

"Just where do you think you're going with this tree?"

The Once-ler mimicked the creature's laughable glare and smugly replied, "_I _chopped down this tree, therefore, that makes it _mine. _Now if you'll excuse _me_…." He grunted in the end as tried to shake him off, which he almost did but the pesky thing was persistent and hung on.

"_Your _tree! Do you have any idea who I am?"

The Once-ler sighed, "A loud, furry meatloaf?"

The creature stuttered, his anger made it difficult for him to spew out words. His mustache bristled up again, "I'm the Lorax!"

The Once-ler blinked.

The Lorax stared in shock, "You know…mystical guardian of the forest?"

The Once-ler's face didn't shift.

The Lorax dropped his arms in defeat, "The one that speaks for the trees? Come _on_! Humans made a storybook about me."

The Once-ler's eyes slowly widened with realization. That book…the same book he used to read over and over as a child; about a forest with the humming fish, the barbaloots and the swamee swans; rare and unique creatures. But it was also about a great mystical deity that protected said creatures and the trees from harm, it had incredible powers that it used on those who dare endangered his forest. Throughout growing up, he'd always imagined this tall mighty figure with scary glowing eyes and could conjure mighty storms at its own will.

Instead, it was a small furry nugget. The Once-ler dropped the trunk and held his gut in a bellowing laugh.

The Lorax glared, "What's so funny?"

The Once-ler tried to catch his breath, he wiped a tear from the corner of his eye, "_You're _the Lorax? You? There's no way someone small like you is the _great protector_ of this whole forest. Besides, it's just a silly fairy tale."

The Lorax smirked, "So you have read it."

"I…I might have."

The Lorax spread his arms out, gesturing to the animals behind him, "Tell all these sweet gentle creatures around you that they're just a silly fairy tale."

The Once-ler opened his mouth to retort, but paused when he gazed at all the animals staring at him with uncertainty; he had to admit he was initially shocked to find that these creatures were real and the whole thing with the clouds, the lightning and the wind was rather cool. A part of him wanted to believe that this was the Lorax; that his favorite story was indeed true and all the things his mother told him about it being stupid lies were wrong. But another part of him; the adult part, told him that his mother was right and that magic doesn't really exist. With that he crossed his arms,

"Okay then, do it again."

The Lorax stared, "Do what again?"

The Once-ler twirled his finger in the air, "Do that whole weird thing with the lightning? If you are the Lorax, you can do stuff like that anytime you wanted."

The Lorax looked up into the sky and frowned, even know he knew he had a storybook about him, he never actually _read_ it; just what kind of ridiculous things did the humans tell about him?

"Well, I'd _like _to…"

"But?" The Once-ler added.

The Lorax sighed, "But that's not how it works."

"Of course not."

Convinced, the Once-ler picked the tree back up, this time he was able to shake the Lorax off, though it seemed like he wasn't trying to fight back that time. "Now, if you don't mind."

He dragged the tree away from the mass of creatures back towards his wagon. The Lorax chased after him, "Hey! Just what exactly do you plan to do with this tree?"

The Once-ler set the tree down, began rummaging through his wagon and pulled out a small contraption with a button on it, "It's going to be used to give birth do a new industry, to be able to make the thing that all people need." He tapped his chin as a sudden idea came to his head, "Hmmm, thing…..need…..Thneed…yeah! That's it!"

The Lorax stared, unsure of what exactly was going on, "What's it?"

"A Thneed! That's what my new invention will be called!" With that, he jabbed the button on the contraption and tossed it towards a large opening. The two watched it inflate until it formed into a large tent, the Once-ler rushed over and grabbed the pieces of rope that dangled from it and nailed down into the ground to keep it from falling.

The Once-ler couldn't contain his large grin, "Yeah, 'A Thneed for all your fine needs!' that's perfect! It's catchy _and _original!"

The Lorax grimaced, "Well it's…..original, I'll give it that. But you still haven't answered my question."

The Once-ler went back to his wagon and pulled out a huge burlap sack set it beside the tree and pulled out a handful of tuft, causing the Lorax to wince. "This tuft is the perfect material to make my Thneed with!" He rubbed it lovingly against his cheek, "With it's silkier than silk material, my Thneed can do anything as well as offer the ultimate comfort!"

The Lorax couldn't believe his ears, "You….you mean to tell me you chopped down one of my trees, just for the tuft?"

The Once-ler shrugged, "Well, yeah."

The Lorax wanted to pull his mustache right off his face. Now he had nothing against those who take from the trees, that's their main purpose; to give what they can offer. But the one rule he had always believed in is that those who take have to give back as well, the barbaloots at least gave back the seeds from the fruits they've eaten by burying them into the ground so more trees can grow. This ignorant kid killed an entire tree; took its shade, fruit and ability to make fresh air just for the tuft, he knew the kid was better than that, he could tell. There was something special about him but he was heading in the wrong direction and the Lorax felt like he had to fix that.

The kid could _see _him after all.

"You know there could've been another way right?"

The Once-ler grunted, he began to grow irritated of the guardian's nagging, "Okay look, maybe I could've avoided cutting it down but it doesn't matter, it's already chopped! I might as well make use out of it, unless of course….you want me to….waste it?"

The Once-ler was playing hard ball now. Another rule he believed in was _never _waste anything. The Lorax pointed a furry finger at the kid and growled,

"This-isn't-_over._"

The Once-ler took two handfuls of tuft and shook them in the guardian's face, "Ooooh! I'm sooo scared!"

He watched with a smug look as the Lorax stomped away, grumbling to himself, the animals tentatively followed. When they were out of sight and out of his way, he can finally get back to business; he hummed a little tune to himself as he gathered up the rest of the tuft.

* * *

"So yes, things weren't exactly off to a smooth start between the Lorax and I, you can say things were….tense."

The Once-ler gave out a violent brief cough in the horrible smog; no matter how long he had lived out here, he would never grow accustomed to the horrible air but it was just another thing to add to his punishment.

"So what happened next?" Ted asked.

The Once-ler gazed up at the sky before he replied, "Perhaps we should continue this tomorrow."

Ted leaped up to his feet, "Are you serious? Come on, you can't give me a cliffhanger like that!"

The Once-ler laughed, "Ted, I assure you I'm _not _going anywhere. And I believe the sun is beginning to set."

Ted looked up at the sky, then stared bewildered at him, "Wait? How can you tell…?" His question died when he gazed down at his watch, it was 7:00pm. Ted's body jolted in realization as he scrambled towards his bike, "Oh man! Curfew starts in an hour! Alright, I'll be back tomorrow!" His started his bike and was preparing to drive off,

The Once-ler reached out, "Wait!"

Ted stopped, "What?"

He saw the Once-ler's gloved hands fidget, his pleading blue eyes in between the wooden boards, "You'll….you'll bring more water right?"

Ted smiled, "You bet." He began to drive away, his voice echoing as he shouted, "I'll be back first thing in the morning!"

The Once-ler chuckled at Ted's hustling personality, the kid almost reminded him of himself at the time. He gently took something out of his side coat pocket and cradled it, cupping it gently with both hands,

"Maybe….just maybe…."

o~~~~~~~~~~o

Ted was in such a rush to get in his house by eight he almost slammed his bike right into the side of his house had he not slammed on his brakes at the last second. He quickly locked it and rushed through the front door and closed it in a relieved sigh.

"Ted?"

He tensed up to see his mom on the couch in the living room, her arms crossed with a firm glare on her face. He laughed nervously,

"H…hey mom."

"Ted, where in the world have you been?"

He scratched the back of his head, "Uh, ya know, just busy. Cruisin' around the town and whatnot."

"Oh really? Too busy to _cruise_ around with Kyle?"

"What?"

She replied, "Kyle's been calling all day Ted, he's been looking everywhere for you. If you were just hanging around town, surely he would've found you."

Ted cringed, he suddenly felt like he was squished in the corner of a room. He glanced away, feeling the weight of his Mom's stare,

"You also missed dinner which you never pass up on, not with that bottomless stomach of yours." She got up to her feet and walked over to him, "So are you going to tell me the truth?"

Ted sighed, "Mom…listen, I know I've been acting weird the last couple days but I promise you, I'm not doing anything bad."

Ted's Mom wasn't sure what she should do; her mother's intuition kicked in, telling her something was definitely going on. A part of her was scared that this was the start of something bad and wanted to nip it in the bud, but another side told her that Ted has never done anything wrong and he deserved to be trusted.….for now.

She desperately wanted to go with the first option…but she had to be fair.

"Alright Ted, I'll go along with this for now _but_ if I catch or hear anything you do that's out of line, then I'm putting an end to it."

"Thanks Mom." Even though Ted was relieved things were settled, he could still feel the tension in the air. With that, he slipped past his Mom and went up to his room.

His mom massaged her forehead; nothing was simple, not even parenting.

Ted was flat on his bed; he gazed up at ceiling with arms folded behind his head. He never had to be secretive from his Mom before, but he also never did anything that was against the rules either and he hated it. He wanted to tell her what he's been up to but there was no way she would go along with it; going into the outskirts of town and making friends with the feared Once-ler creature? Heck, she would lock him up until he was eighteen. It was funny, normally he would just forget about the whole thing, as much as he would like to get Audrey the perfect gift it wasn't worth his Mom distrusting him and getting into trouble as a whole.

And yet, he can't.

There were too many suspicious things going on for him to just stop. No doubt Mr. O'Hare put that cutout out there, his company logo was on it and everything, but why? Just what was the mayor scheming that would require purposely scaring his own town's residents? It was like he discovered the tip of the iceberg of a huge conspiracy.

And then there was the Once-ler himself…

Ted felt sorry for him; after bringing up the courage to go out there, he discovered that the Once-ler was a regular person like himself; an odd one yes, but definitely not a bloodthirsty monster. When he encountered him for the first time, the Once-ler looked just as scared as Ted was. He definitely recalled the Once-ler mention that people were after him,

'_No… No, he's much shorter.'_

"He was talking about Mr. O'Hare…." Ted whispered to himself. Had those two met before? What does Mr. O'Hare want with him?

That was the last thought that lingered in his mind before his eyes shut, drifting off to sleep.

o~~~~~~~~~~~~~~o

Sunlight crept through the curtains in Ted's room, fought their way past his eyelids and interrupted his slumber. He gave a low grunt and slowly pushed himself up in a sitting position, fatigue pounded heavily in his head. A loud buzzing noise suddenly erupted in the room, caused him to jump and rattled his every nerve. He sharply looked over at his alarm and quickly turned it off,

"Wow," he muttered, "I actually woke up early this time?" A victorious feeling ran through his mind as he stretched his limbs and slowly got out of bed. His eyes lingered over at his desk where there was money as well as a note. He walked over to it,

_Here's some money to help you out with your, um…errand. Make sure to drink plenty of 'water.'_

_Love Grammy_

Ted smirked, he was glad she had his back on the whole thing. He was still certain that Grammy was keeping something from him, and he hoped that she would eventually tell him. He swiftly got dressed; made sure he had the piece of paper with the poem on it as well as the money with him and charged out of his room. With lack of dinner from last night, his stomach longed for food, he sat on the stair railing and slid all the way down to the bottom. He landed on his feet and marched into the kitchen,

"Good morning!"

Grammy smiled up at him while his Mom turned to him with shock, "You're up early? Okay, now I _know_ you're up to no good!" She let out a little chuckle in the end.

Ted gave a small smile, he was glad his mom was being cool about the whole thing from last night. He felt his stomach growl as she set a full plate of breakfast down in front of him and in no time at all, he began to shovel it down.

His mom smirked, "I figured you might be hungry."

All three heads looked up when the doorbell rang.

"I wonder who that could be this early?" His mom walked out of the kitchen. Grammy took the opportunity, leaned closer to Ted and whispered,

"So have you seen him yet?"

Ted leaned towards her, his tone at the same level, "Not yet, he seems really secretive, but aside from that he actually seems like….a pretty cool guy."

Grammy giggled in reply. The two quickly straightened in their seats when his mom walked back into the kitchen, looking very uncomfortable.

"Uh Ted, can you come into the living room?"

Grammy merely shrugged when Ted looked at her, "Uh, sure Mom." He took one last mouthful of food before he got to his feet and followed her into the other room.

The food in his mouth suddenly turned sour.

His mom stepped to the side, revealing O'Hare and his two bodyguards sitting in the living area. O'Hare gave a menacing smile before shouting with a short wave,

"Teddy! So good to finally meet you!"

To Be Continued….

Muahahahaha! And the plot begins to thicken... :D


	7. Threats and Sing alongs

I'm sorry that I neglected responses to all of you on the last chapter, so here we go!

Nagasha- I'm glad you're enjoying it! I know this was meant to be a kid's movie, but I felt there was so much more potential to the story that the urge to re-write it was killing me. I was always intrigued on what the Lorax was truly capable of, so I wanted to express it more here. I hope you continue to enjoy what is about to come! :D

TheKid'sKid- *blush* Aw, thank you I appreciate it, it would be awesome to write animation scripts for them. Yeah, the whole 'I have eyes everywhere' and 'everyone is happy and no one questions anything' Thneedville had gave me the chills(in a good way!) As for the Norma-ler pairing, well obviously you have to wait and see, but I'll say this, things aren't always what they seem.

zara2148- Hehe, yeah I missed the days where villains were actually _villians!_ Obviously there's nothing wrong with a little humor, but I see too many so-called villians that have too much silly and not enough evil. What I have in store for O'Hare is definitely going to be interesting.

The Knees of Bees, Miss Storyholic- Yeah I agree, I wish there was more to the story, but sadly that's the downside of kid's movies.

Timoteo Montenegro The Third- Lol, well the movie left the whole 'how did Norma know about the Once-ler' wide open for everyone's imagination, I felt like I had to put my two cents in on it. I just hope my view on it will satisfy readers, you'll just have to wait and see! :D

Red on a rose- Yeah, the denial and hidden turmoil the Once-ler had always made me feel bad for him, another element that has been written in fanfics many times. It's a shame that Melvin wasn't in the movie as much, I always pictured him the type that even though he finds the Once-ler's antics annoying and sometimes stupid, he'll always look out for him. And yeah, I wasn't too satisfied about the part where the Once-ler teased Ted about the whole girl thing, I felt it wasn't realistic; as you stated, you're talking about a man who's lived in regret, misery and isolation for many decades, finding someone he can trust with the last seed. It was still cute and funny, just out of touch.

InkSplashed, LilRockerStar- I'm so glad you're enjoying the story! Thank you! :D

o~~~~~~~~~~~~o

This chapter was inspired by the song "This is the Place" on the Lorax soundtrack. I wish they kept that scene in the movie! I loved it so much!

I've also had an issue with the story transition; what was happening in Thneedville was progressing faster than the Once-ler's flashback so the next few chapters will mostly be the Once-ler (which everyone's been waiting for anyways! :D) but occasionally there will be a switch back to what's happening in the town, hopefully that will fix the issue.

* * *

The Tree with a tongue

Chapter 6: Threats and Sing-alongs

* * *

Ted struggled to swallow his food as if he was eating a pinecone. He watched nervously as O'Hare stared at him with a menacing grin on his face, the entire room filled with an awkward silence. His mom was first to break it when she cleared her throat,

"S-so Mr. O'Hare, you wanted to talk to my son about something?"

O'Hare broke his stare down with Ted and put on his signature face that was well recognized on all his advertisements and billboards, "Ah yes! Sorry my mind has a million things going on right now, as a busy man I have much going on." He rubbed his chin, "Say I just had a great idea, I would love try some of your famous chocolate and peanut butter chip cookies!"

Ted's Mom slightly leaned back in shock, "How…..how did you know that I…?"

O'Hare interrupted, "Oh I hear about how delicious Mrs. Wiggin's cookies are all the time! Some of the best cookies in town they say! I would be honored to get a taste."

Her attempt to chuckle came out broken from her frazzled nerves, "W-well then I'll get a fresh batch going just for you! Excuse me." She left into the kitchen.

Ted wished she hadn't.

He jumped slightly when the guards suddenly got to their feet, grabbed him firmly by the arm and dragged him over to the couch and set him down in between the two with very little space. O'Hare leaned back on the other couch, his menacing grin had returned,

"Now, let's move onto business shall we? Over the past couple of days I've been getting….notifications that you've been leaving beyond the town's parameters, any idea what that's about?"

Ted had to be careful, if his suspicions about the man are true then he had to keep his mouth shut, "Well you know, us kids are curious over the weirdest things."

"Indeed they can be." O'Hare drummed his fingers together, "So, see anything interesting out there? _Meet _anybody interesting?"

'_Keep your cool Ted' _Ted shrugged while he put on a casual smile, "Nah not really, just smog and dark, lots and lots of dark. Though there was this stupid wooden cutout that popped out in front of me like it was trying to scare me or something, any idea what _that's _about?"

Ted wasn't sure where that spark of courage came from but it diminished quickly when O'Hare shot him the darkest glare he's ever seen. He sunk into his seat when the guards towered over him with hardened glares, though it was tough to tell behind those dark sunglasses but he assumed. Then something happened that he didn't expect, O'Hare began to laugh; it started with a little snicker then it quickly resulted into a full bellowed laughter.

"Right back at me!" He paused as he laughed some more, "I _love _this kid!"

He hopped off the couch, "Alright, since we seemed to be on a similar page then I don't need to sugar coat anything. Listen Teddy-"

"It's Ted."

"Right, right. Listen…._Ted, _I know what you're doing; I _know _you've been looking for trees and I _know_you've met him out there somewhere."

"I don't know what you're talking about."

O'Hare chuckled and shook his head, "Ted Ted, you're starting to make a fool out of yourself now. Why don't you be a good kid and tell your ol' mayor where I can find him."

Ted created a stubborn demeanor on his face and crossed his arms.

O'Hare growled; his patience never had the best tenacity, he was used to people agreeing and giving him what he wanted. He decided to try another tactic; he painted on a dramatic face, "Ted you've got to understand something, I'm doing this for a good cause."

"What? By lying to everyone? Lying about an innocent man?" Ted asked harshly.

O'Hare slowly paced back and forth, dusting off invisible dirt off his white suit, "You're thinking about this in all black and white kid. Let me try to explain; you see I make a living by ensuring that every resident here has access to fresh, clean air. Even though I'm the genius behind this wonderful product, I need to have hundreds, no…_thousands _of employees help me create my product every day. But then I discovered one person who knows how to get trees; these trees can make my air…..for _free_!"

He shuttered at that last word before he continued, "If he ever succeeds in planting these trees, then O'Hare Air will go out of business and I'll have lay off all those employees. So you see Ted, I'm doing this to protect my workers, to protect my town. You understand right?"

O'Hare definitely knew how to use his words but Ted wasn't buying any of it. He couldn't believe it, this man was a crook! Who would've thought trees did something so important? Well, no one can as long as O'Hare kept the fact hidden from them. Ted felt a surge of anger build up in his chest as he replied slowly,

"It's funny, I see it in a different way. You've conned people into buying something they can have for free and now that you found out that someone can expose you, you're afraid that you'll lose everything. So you make up lies to prevent people from ever wanting to interact with that certain someone so you take him out in secret."

Ted officially plucked the last strand of patience from the mayor, he snapped his fingers and the guards pushed Ted down onto his knees so O'Hare could properly look him square in the eye. O'Hare marched up to his face,

"Look kid, I've tried to make this as civil as possible but I guess you prefer the difficult way." He jabbed him roughly in the shoulder, "You're about to dive into something that you don't understand and _far _beyond what you're capable of handling." He stretched a smirk, "You got a beautiful town here Ted; it can be your perfect paradise or your _worst nightmare._"

Ted's heart was racing but he didn't back away, "Boy, you seem to be more scared of the Once-ler than the town is."

O'Hare grabbed him roughly by the shirt with both hands, "TELL ME WHERE HE IS! NOW!"

"_Forget it_!"

"What in the world is going on out here!"

O'Hare quickly distanced himself before Ted's mom appeared at the door frame between the living room and kitchen. He straightened his tie and smoothed out his hair, his confident commercial face was painted back on, "I apologize Mrs. Wiggins, we got a little 'passionate' with our topic of discussion."

"Uh-huh….." Ted's mom replied skeptically, her mother's intuition was in full gear again.

Ted began to edge away from his place in between O'Hare's guards, "Well I should be heading out, got to get to school."

"Of course you do…" O'Hare sneered, "Oh wait Ted, you don't want to forget your helmet."

One guard grabbed Ted's arm while the other picked up his helmet from the couch, patting the back of it roughly before placing it gingerly on his head. Ted straightened his helmet and glared as the three adults began to walk out of the house.

"I'll have to take a reign check on those cookies Mrs. Wiggins, maybe some other time. You have a great day, _Teddy._"

Ted managed to scowl at him before the guards slammed the front door. He let out a deep sigh as the air in the living room loosened up. His mom spoke,

"Ted, you mind telling me what that was about?"

Ted hand's balled up into fists, he wondered to himself just how much trouble he got himself in, "Look Mom, I can't talk about it now, I've got to go!"

With that he ran into the kitchen to go out the back way, he preferred to leave as discretely as possible. He sprinted by Grammy while she sadly watched him disappear out the screen door,

"Be careful dear."

o~~~~~~~~~~~o

Ted frowned when he was in front of his school, he _really _should attend class but he promised the Once-ler he would be back first thing in the morning, he kicked himself for completely forgetting that he had school but thankfully it was almost the weekend.

After he made the painful decision, he slowly turned his bike and prepared to ride away from the school, in which all the kids were piling through the front entrance.

"Hey Ted!"

Ted looked around and saw Kyle riding towards him on his own bike, "H…hey Kyle."

"Dude, where have you been? I've been looking everywhere for you yesterday."

Ted rubbed his arm, "Well ya know, out doing…things."

"Doing what? Oh, is it about the whole tree thing? Did you find one?"

Ted shook his head, "Not yet but hopefully I'll be able to soon."

Kyle tilted his head, "Soon? What do you mean?"

"Weelllll, I've been kinda…." He leaned closer to Kyle and whispered, "I've been kinda sneaking out of town."

An excited smile appeared on Kyle's face, "No way!"

Ted quickly shushed him, "Kyle, keep it down!"

"Sorry." He replied meekly but his excitement didn't fade, "But man that is so cool. So, didyou see the Once-ler? What did it look like? Is it green and sickly looking like in the stories?"

Ted sighed; he quickly regretted getting his friend involved, "Look Kyle, I can't really tell you anything right now."

"What? Why not?" Kyle had a slight hurtful expression on his face, "Come on, you know I won't tell anyone."

Ted shook his head, "No no! It's not that I don't trust you, it's just…" he looked around anxiously as if he had the feeling he was being watched, "The walls might have ears."

"Uhhhh…..what?"

"Let's just say I'm in a tight situation and I have to keep what I'm doing under wraps, but I _promise _I'll tell you soon."

Kyle didn't look reassured, he was still bummed that his best friend was keeping something from him, "Alright, but you owe me the full scoop."

"Thanks. Well, I better get going."

Kyle took this by surprise and quickly rode his bike in front of Ted's before he could ride away, "Whoa whoa! You're ditching school? You're going to get in trouble Ted."

Ted replied grimly, "Trust me Kyle, I have a feeling I'm already in trouble."

"What do you mean?"

Ted grunted impatiently, "Look I really have to go, just make something up when they ask; like I fell off my bike, got hurt and had to go back home."

When Ted slowly rode past him, Kyle suddenly spot something on his helmet. He spoke, "Hey, since when do you put a reflector on your helmet?"

Ted stopped, "Reflector? What are you….." He patted the back of his helmet and felt a stub with his fingers. He quickly took it off and gazed at it; sure enough it was a blinking red light.

A tracker.

Ted growled, ripped the tracker off, threw it on the ground and stomped on it repeatedly until it was shattered into many pieces. Kyle stared at his friend with unease; Ted was always a guy that would stay calm under pressure. When he saw him get flustered so quickly, he knew something was _definitely _up.

Ted gave him a sad smile, "Man, you just saved my butt there Kyle, I owe ya." With that, he pressed down hard on his accelerator and disappeared around the corner in seconds, leaving a confused friend behind.

o~~~~~~~~~~~~o

O'Hare gave a flat glare at the screen in front of him which used to have a digital map with a dot showing where Ted was as well as audio through his speakers of Ted and Kyle talking, but now all that was on screen and speakers were static. He slowly pressed one of the buttons on the arm rest and it flickered, revealing one of his technicians back at his office building,

"Charles." O'Hare spoke, an eerie calm in his voice.

"Y-yes Mr. O'Hare?"

O'Hare rubbed the bridge of his nose, "You know that tracker you designed for me last night? You made it blink, didn't you?"

Charles tried to reply but he was at loss for words, he knew by the look on his boss' face he was in deep trouble.

O'Hare continued, "You realize the purpose of a tracker is to be as subtle as possible right?"

"W-well…" Charles stuttered, "I just thought….."

O'Hare held up a finger to silence him, "First you make those stupid cutout dummies around the outer walls, in which a child _mocks_ about in my face and now you can't even make me a proper tracking device! You've humiliated me for the last time, YOU'RE FIRED!"

O'Hare shut the screen off, ending the conversation. He looked up at his two guards who were in the front seats, "Remind me to hire a replacement for that idiot when we get back." He relaxed into his seat, "I guess I'm going to have to handle this the political way; dirty and personal. There are many indirect ways to take down an opponent." He pressed another button and the screen came to life again, revealing a random picture of Kyle and a set of basic information,

"Let's see, Kyle Mitchell: age 12, dark blonde hair and brown eyes. It seems he knows a little about what Teddy is up to, I think it's worth paying him a little….visit."

o~~~~~~~~~~o

Ted arrived at the Lurkum, a bag dangled over one of the bike handles. He had checked himself and his bike numerous times to make sure there weren't any more of those stupid trackers hiding anywhere before he left the town. He unhooked the bag and walked up front of the boarded window at the top floor.

The Once-ler peeked through, "You came," he said with a small smile.

"Yeah, sorry I would've been here earlier but I got a little uh, sidetracked."

"What do you mean?" The Once-ler asked, lowering the bucket for Ted to put the water in.

Ted chuckled nervously, "Eh nothing serious, just little things." He didn't want to worry him about O'Hare being on his trail, so long as he kept the situation under control.

The Once-ler had the feeling Ted was hiding something from him, but he decided to leave it be for now. He cleared his throat, "Let's see, where was I? Ah yes, well as you know, things between me and the Lorax didn't start off so well…."

* * *

The Once-ler walked over to his stovetop and refilled his cup with tea. The project was definitely taking longer than he thought, he hoped to have it done by now but there it was, his Thneed only halfway knitted. He took a swig of his tea before setting it down on the table beside his bed and sat back down, slapping his face slightly,

"Come on Once-ie, stay awake! You gotta get this baby out to the public by tomorrow."

He picked up his knitting needles and resumed but unfortunately that was the last thing he remembered, for not too long afterwards he blacked out on his pillow.

He was awoken abruptly when his body gave a violent jerk. He sat up and noticed his lamp was still lit and one of his knitting needles was on the floor, thus pulling his Thneed off the stool and onto the floor as well. He gazed at his clock and showed it was five in the morning.

He grunted, "Darn it!"

He felt extremely groggy for not falling asleep properly but since the sun was about to rise there was no point in going back to bed. He ran a hand over his face as he got up, took a quick shower and put on some fresh clothes. He decided to take a little break from his Thneed, took his guitar outside and greet the rising sun with a little tune; he always kept a routine to practice every single day to keep himself from getting rusty.

It also made him happy.

He found a nice spot on a small hill with a good view of the forest, he relaxed against the trunk of a Truffula tree, tested the strings and began to play.

"Na na, na-na-na-na,"

He didn't want to sing too loudly, for the inhabitants in the forest were still asleep it seemed. He continued the repetitive tune, his fingers danced more to the strings as he went on. He became so deep in his song that he didn't notice a barbaloot was sat beside him, bopping its little head to the beat.

The Once-ler smiled, he recognized the little white spot on its chest, "Hey Pipsqueak, up a little early aren't ya?"

Pipsqueak only replied by walking over to his guitar and eyed on it curiously, he carefully lifted his little paw and swiped it gently against the strings, making a messy mix of sounds. He squealed in delight,

The Once-ler chuckled, "You like my guitar huh?"

Pipsqueak wagged his little tail, eager for him to play more. Now that he had some kind of audience, he felt the urge to show off. He sang a little louder,

"Na na, na-na-na-na, na-na na na-na-na!" He smiled at Pipsqueak, "Now you!"

Pipsqueak attempted to mimic the Once-ler's singing words as best he could, but didn't come close. He was adorable doing it though.

The Once-ler smiled broadly, "There ya go!"

He got to his feet and began to tap his foot to the rhythm. As he continued playing, he began to see more and more barbaloots crowding around Pipsqueak, bopping their heads to the music.

"Na na, na-na-na-na, na-na na na-na-na!" He pointed he end of his guitar to the barbaloots, "Again!"

The slowly increasing crowd sang back, this time almost mimicking it perfectly. He laughed, "Yeah, that's great!"

His ears perked when new sounds began to flood into the song. He looked over and saw the humming fish were out of the river and were humming to his song, he looked up and saw the swamee swans and their babies attempting to sing with him as well.

The Once-ler's smile slowly widened, "Yeah, I can work well with this. Alright, let's take it from the top!"

o~~~~~~~~~~~~~o

The Lorax, who was sound asleep in a thick bush, slowly stirred when he heard something in the distance. He grunted as he crawled out of the bush and got to his feet, dusting off any loose twigs and leaves.

He looked around, "Where the heck is that noise coming from?"

He then noticed Melvin on a hill, gazing over at the clearing just beyond it. He trotted up the hill and noticed the mule had a intrigued expression on its face. When the Lorax finally looked over the clearing, he discovered why.

He felt his jaw drop, "What the?"

It looked like the whole forest of animals was all gathered at the bottom of the clearing, all of them singing and dancing in chorus like they were in some kind of orchestra. In the center of all the animals was the Once-ler, taping his feet and shaking his bottom to his own music; most of the baby fish, swans and barbaloots were lined up alongside him, mimicking the motion of his bottom with their own.

The Lorax huffed, blowing some of the hairs of his mustache and made his way down the hill. As he walked through the crowd of animals, the said animals he passed quickly stopped singing and fidgeted like a little kid had been caught doing something bad. By the time the Lorax was up in front of the Once-ler, all the animals were still and slowly backed away from the two. The Once-ler however, was too into his rhythm to have noticed,

"Everybody now!"

He turned around and quickly discovered he was the only one singing, he spotted the Lorax glaring up at him with crossed arms and slowly stopped.

"H…hey, what's up?"

The Lorax gestured to the animals, "What the heck is all this about?"

The Once-ler shrugged with a smile, "What? We were just jamming. Come on, you can join us!"

The Lorax grunted, "I don't think so." He turned around and waved off at the animals, "Alright come on, back to your lives, let's go."

The animals groaned and began to walk away in a sulk. The Once-ler sadly watched them all disappear before he glared down at the Lorax, "Hey, what's your deal?"

"You, that's what's my deal."

"I didn't do anything wrong!"

The Lorax narrowed his eyes, "Oh, so chopping down my tree doesn't count?"

The Once-ler rolled his eyes, "Are you still on about that? Alright look, _I'm sorry_ I chopped down your tree."

The Lorax shook his head, "Lying isn't going to do you good here kid."

"What do you want from me!"

"Personally I want you to leave here and never come back but that would go against my benevolent nature."

The Once-ler fought back a laugh, "Benevolent?"

The furry guardian nodded, "As the Lorax, I respect all living things and thus I welcome any living creature to my forest. But over the years, I've had a hard time trusting humans."

The Once-ler rolled his eyes, "Look, you can keep playing this 'Lorax' role but I'm never going to buy it. Maybe if you proved it to me….."

"I _told _you, that's not how it works."

The Once-ler waved him off and began to walk away, "Whatever, I'm heading back to my tent. Oh and _Mustache, _here's a news flash for you, I'm not going anywhere!"

'_Mustache?' _The Lorax growled at that insulting nickname, "Well news flash for you _Beanpole, _I better not catch you around the forest animals again! And keep your paws off of my trees!"

The Once-ler merely turned around and childishly stuck his tongue out at the guardian before disappearing over the hill, Melvin followed him after he amusingly watched the two bicker.

The Lorax tugged both ends of his mustache with frustration; never had he met such an infuriating human before! He wondered if all of them were like this, it's been so manyyears since a human has last seen him that he's lost count and he honestly didn't care much. He admit, he had always been extremely overprotective of the animals here and perhaps he had overreacted a bit when he saw them with the kid, they _did_ look like they were having fun.

Which brought up another weird thing.

Throughout time whenever a human would enter his forest, no matter how nice the human would seem the animals would want nothing to do with them; they would stay well hidden until they were sure the human was gone, sometimes whey would act hostile. But not this kid; the animals warmed up to him rather quickly, despite the kid's horrible act of chopping down his tree.

The Lorax still didn't trust him but the animals always had great judgment and if they liked him, then he at least deserved a chance, he was _definitely _going to keep an eye on him.

* * *

To Be Continued….


	8. Believe

Sorry this one took awhile, midterms slowed me down a bit and unfortunately it will be a matter of time before the second wave of finals hits me.

Demonsurfer: Yeah, the summary is somewhat teasing but I couldn't think of anything else that didn't sound just like the movie's and that would be boring. I'm really glad you like it so far! I hope that when my summary finally occurs in the story you won't be disappointed. :)

RebelSnowstarButtonGirl: The river scene was one of my favorites too! It brought the Once-ler and the others closer in a way. My river rescue scene will be somewhat different, but I hope you'll like this one too!

The Animanga Girl: I'm glad you like it so far! :)

Red on a Rose: Yeah, Kyle is definitely going to be used and he won't realize it. Hopefully I'll be able to get back to Ted and O'Hare soon but first I have to make sure I don't mess up the Once-ler's story, that will end badly.

LilRockStar: Oh believe me, O'Hare will get much worse. lol.

InkSplashed: They 'sort of' put a song but nothing like the deleted one. I really hope they will have it on the DVD when it comes out. :)

Nagasha: I took a look at The Sassy Lorax's story, which got me to read ALL of her stories and I have to say, I was blown away! Indeed it is dark but I still enjoyed all the chapters so far, the conflict between O'Hare and the Once-ler reminds me of my story. Bad*** old Once'ler is the best!

The Tree with a tongue

Chapter 7: Believe

* * *

"Just about done."

The Once-ler bit his lip with focus as he hand sewed the finishing touches of his Thneed. After that stupid morning fiasco with mustache, he went back to his knitting to get his mind off of it. He bit off the stand of threaded tuft from his needle and set it aside, he stood up to his feet and stared in admiration of his finished invention.

"Now _that's_ what I call a Thneed." He glanced over at the clock and smiled when it only read three o'clock, "And with plenty of time to spare!"

After he observed the whole area, he discovered that the only piece of civilization that was closest to this forest was quite a long ways away and it was a tiny town. That didn't matter though; in the world of business, whether it was big or small you have to start somewhere. When he wrapped the Thneed around his neck; which quickly molded into a scarf, he grabbed his guitar and rushed outside,

"Melvin! It's finished! Come on, if we leave now we can…"

A rumble of thunder interrupted his wishful thinking. His smile faded as he looked up and noticed dark clouds heading in their direction. He mentally and visibly deflated,

"Well this is just perfect. It can never be easy for me can it?" He looked over at Melvin who was grazing near the tent, he was aware that Melvin had slept outside but when the weather was warm, his friend preferred to sleep under the stars. However, with this storm approaching, Melvin had no shelter to stay dry in, "Looks like you're going to have to stay in my tent until the storm passes Melvin, have to remind myself to build you a stable later."

Though Melvin continued to graze his ears twitched; proof that he heard. A rather bright flash of lightning ripped through the sky in the distance followed by an earth rumbling wave of thunder. He whistled, "Looks like it's going to be a dousie, better get my house secured. Come on Melvin, get inside."

He opened the door and waited for his friend to trot his way in. He looked up and noticed some of the animals scrambling around, trying to find some shelter from the fast approaching storm. When he saw the Lorax trying to calm down said animals he simply rolled his eyes and waved him off, he wasn't going to be distracted by that furry meatloaf and with that he grabbed his tools near the front door and went to work.

o~~~~~~~~~~~~~o

Pipsqueak was all by himself as he wandered through the fields, he couldn't find his pack anywhere and the winds were beginning to pick up. As lightning flashed brighter and more frequent, he flinched and tensed up with fear, unsure of what to do. When he peeked around a bush that was rustling in the wind, he spotted the Once-ler with his hat in between his clenched teeth to keep it from flying away while he tightened the stakes that kept his cottage up, he also added some extras as a precaution. He felt relieved and slowly made his way over, maybe the human can help him find his pack or maybe he could be safe with him until the scary storm passed. However, when another sharp crackle of thunder hurt his ears he jumped, a sudden sharp gust of wind lifted him off his little feet and into the air. He cried out as his arms thrashed about, desperate to grab onto anything. He felt himself brush against the tuft of a tree, managed to grab tightly onto the soft tips and cried out as he was whipped around like a kite.

He wasn't sure how long he could hold on.

o~~~~~~~~~~~~~~o

The Once-ler quickly got inside his house and pushed against the door with his body to fight against the strengthened winds. He grabbed his hat out of his mouth and sighed with relief,

"Wow, that storm came in fast but I think we're going to be okay Melvin."

Melvin was all curled up against the wall near his bed, all prepared to sleep throughout the whole storm. The Once-ler rolled his eyes with a smile,

"I can see you're all nice and settled in." He rubbed his hands together, "Well, since we won't be heading to town today I should get a billboard made, my Thneed will need a nice advertisement image that will _'wow' _the consumers."

Suddenly there was a small yet sharp knock at his door, he turned around and stared, thinking that perhaps it was just the wind or stray debris. When he heard it again, he walked over to it and turned the knob. The force of the wind nearly knocked him off his feet; an orange blur literally flew through and landed hard on his wooden floor.

After much effort he managed to close his door, he grunted negatively at his unexpected guest, "What do you want mustache? Don't you have your own shelter?"

The Lorax didn't reply, he scrambled to his feet and frantically looked around the cottage. He groaned, seemingly not finding what he was looking for and finally acknowledged him, "Beanpole, have you seen a little cub around?"

"A cub?"

The Lorax nodded, "I managed to get all of the animals hidden safely but a barbaloot pack is missing one of their cubs, I think this one's got a white spot on it."

The description of the barbaloot clicked in the Once-ler's head, "Oh! You mean Pipsqueak?"

"Pipsqueak?" The Lorax shook his head, he didn't have time to wonder about that, "Okay, sure whatever. Have you seen him?"

A small seed of worry was planted in the Once-ler's gut, "No, I haven't seen him at all since this morning."

The Lorax gripped the sides of his head and moaned, "I'm supposed to protect them. If anything happened to that little cub..."

"Hey whoa, calm down." He gazed out the window through the raging storm. Images of Pipsqueak flashed in the Once-ler's head; of him dancing with him to his music, of him waging his little tail and catching him as he fell from the tree while trying to get the fruit. The feeling of being simply worried turned into fear, "Alright I'll uh, I'll help you find him."

The Lorax looked mildly shocked, "You will?"

The Once-ler nodded, "Yeah come on." He took off his hat and tossed it on the bed, "Watch my hat Melvin, I'll be back."

Melvin looked up at the closing door as the two disappeared outside, a hint of worry flashed in his beady black eyes.

o~~~~~~~~~~~~~~o

The Once-ler was drenched in a matter of seconds as him and the Lorax tried their best to look through the wall of rain,

"Do you know the last time they've seen him!" He shouted through the wind.

The Lorax shook his head, "No! That little cub always had a problem with wandering away!" He pointed past the Once-ler, "You look that way!" he pointed behind him, "I'll look this way!"

With that the two went in their directions, trying their best to keep themselves from being blown off their feet. The Once-ler's wet black hair was matted to his face, the rain pelted him like little rocks; since it was currently Spring it was ice cold. After a roar of thunder passed he heard a faint cry that sounded like it was coming from all around him, he frantically looked in every direction, trying to find the source. When he heard it again he turned his head upward and after a flash of lightning he saw Pipsqueak hanging onto the tuft of a tree for dear life. His eyes widened,

"Pipsqueak!" He turned over to the Lorax, "Mustache! I found him!"

He looked back up, feeling the Lorax's presence as he rushed over to him. The poor little guy was getting whipped around like a bag caught on a branch. How the heck was he going to reach up there?

"Beanpole, give me a boost!"

Without thought, the Once-ler grabbed the orange furry guardian and put him on his shoulders. They attempted to reach Pipsqueak but sadly they were still too short, the Once-ler then grabbed the Lorax around his waist and lifted him up higher, they still couldn't reach him.

Pipsqueak cried out as his grip slipped slightly on the handful of tuft he had in his paws.

"What are we going to do?" the Once-ler shouted.

"I don't know!" The Lorax replied fearfully.

The two suddenly heard noises coming from behind them; they both turned and saw a group of barbaloots rushing towards them, a look of determination on their faces. It was Pipsqueak's pack.

"Good ol' barbaloots." The Lorax whispered with a smile.

Normally the Once-ler would be just as happy but that didn't happen, for a few of the barbaloots suddenly grabbed onto his clothes and climbed up on him like a tree, one of them grabbed dangerously close to his crotch area which he cringed and made his legs buckle. However, he kept his stance firm as now they were finally tall enough to reach him, he gritted his teeth as a strong gust of wind almost toppled the tower of creatures over. The barbaloot up top that was Pipsqueak's mother, whimpered as she reached out to grab him. Pipsqueak smiled weakly, took one of his paws off the tuft and attempted to reach for his mother.

The tuft ripped off.

* * *

"Stupid math test."

Kyle didn't have a good day at school today, not with all his teachers pestering him about where Ted was as well as one of them surprised the class with a test.

Ted owed him big time.

He parked his green one wheeled bike and dragged himself into his house, completely ignoring the limo that was parked in front of it.

He walked through the front door and dropped his backpack near the coat rack, "Mom I'm home."

"Kyle! You're home, good! We have a special guest with us."

Kyle sighed as he walked into the living room, he was so burnt out today that he just wanted to relax in his room. He stopped dead in his tracks, however, when he discovered who the special guest was.

Mrs. Mitchell smiled and gestured to the short man sitting in the living room with her, "Mr. O'Hare's here to visit us Kyle, isn't that exciting?"

Kyle smiled lightly, "It sure is." He walked over and shook his hand, "It's so cool to meet you in person Mr. O'Hare."

O'Hare smiled smoothly, "Of course, the pleasures all mine Kyle."

Kyle suddenly felt butterflies in his stomach, "Well I'll head up to my room, I don't want to bother you while you talk to my Mom."

"Actually Kyle," his mother replied, "Mr. O'Hare is here to see you."

"Wow really?"

O'Hare nodded, "Of course Kyle. I'm currently facing a predicament and I think you're the only one that can help me."

With that, Kyle sat down beside his Mom, "Well sure, I'd be happy to help."

"Excellent!" O'Hare placed the cup of hot coffee he was generously given by Mrs. Mitchell on the end table beside him, "You see, I've grown concerned about one of the citizens in my town."

"Oh."

"Oh indeed." O'Hare smirked, "His name is Theodore Wiggins, I believe you are good friends with him am I right?"

"Ted?" Kyle stiffened, "W-what about him?"

O'Hare painted on his worried face, "Well I've received word that he's been sneaking out of town and this worries me greatly. You see, even though I'm a busy man I feel that I'm responsible for the safety of all the residents in Thneedville, especially our children."

Mrs. Mitchell smiled and placed her hands over her chest, "Mr. O'Hare that's so thoughtful! As I expected from a wonderful mayor such as yourself."

O'Hare's chest swelled pride, "I know, I know." He cleared his throat, "Anyways, since we all know that horrible Once-ler prowls the outskirts of town like the rabid beast it is, I'm afraid young Ted might get hurt, or worse and I want to do something before it gets to that. You'll help me right Kyle?"

Kyle tried to create words in his mouth but was unable to, he knew Ted didn't want anyone to know what he was doing and if there was one thing he didn't want to be, especially to his friend, is to be a snitch.

When he noticed the boy fidget, O'Hare continued to pressure him, "Do you happen to know where he's going Kyle?"

"I…I don't…"

"Kyle," his Mom started, "Honey if you know something it's important to tell us, you don't want Ted to get hurt do you?" She looked up at O'Hare, "Does Miss Wiggins know about this?"

"I'll be on my way to her shortly, I was hoping to settle this matter and have young Ted home safely so his mother wouldn't be as worried. Of course, if Kyle here doesn't know anything then I'll have to tell her while Ted is still out there, possibly hurt and alone…" O'Hare watched the boy squirm with a sinister smile, though it was unseen by the two family members.

Kyle found himself biting his lip rather hard. He shook his head, "I-I don't know where he goes, I really don't, he's been kinda keeping it a secret from me."

O'Hare put on a shocked face, "Ted not telling his own friend a secret? Why, when I was a kid I told my best friend secrets all the time. It doesn't sound like Ted's a very good friend."

Kyle stiffened again, "I'm sure he had his reasons and he did promise he would tell me but right now I don't know where he's going, all I know is that he's trying to find a real tree."

O'Hare gritted his teeth behind closed lips, he was hoping Kyle would have some lead but it seemed he wasn't going to get it from him. He wasn't too concerned though, he had other ideas in mind but since he was here…

O'Hare tapped his chin, "A real tree? What do you mean a real tree?"

Kyle rubbed the back of his head, "I don't know, Ted says they grow out of the ground or something like that."

Mrs. Mitchell chuckled, "Kyle that's the most ridiculous thing I ever heard."

O'Hare imitated her chuckle, "Yes, _completely_ ludicrous. Where in the world would he get such a silly idea?"

"Well, he has this huge crush on a girl and her birthday is coming up. After he found out she was interested in real trees he wanted to impress her by getting her one as a gift."

"A girl you say?" O'Hare chuckled to himself, "Oh to be young again. Tell me, what is this lovely lady's name?"

* * *

The Lorax shouted, "NO!"

All them watched in horror as Pipsqueak flew away and disappeared into the heavy rain, another sharp gust of wind sent the Once-ler and the others tumbling down onto the ground. In no time at all, the Once-ler got to his feet and sprinted after the cub.

He stopped near the edge of a raging river and squinted his eyes through the heavy rain; a flash of white suddenly filled his vision as well as a gunshot of thunder rattled his ear drums which made him crouch down and covered his ears. He looked up and stared in horror at a Truffula tree a few yards from him that got struck by lightning; it split a good way down the edge of the trunk and was charred up. He shook the spots he was seeing from the flash and continued to search, he noticed something splashing around further down the river and sure enough it was Pipsqueak, he had become a victim to the river's current.

Without thinking at all he plunged into the river, it was freezing! It definitely sent a biting chill into his legs. He made a wrong step on a slimy underwater rock and before he knew it he was holding his breath as his whole body plummeted into the numbing waters. When he regained his breath he began to use his arm strength to fight for control and started to swim with the current to catch up with Pipsqueak. His eyes widened when he was fast approaching a set of rocks; Pipsqueak was small enough to avoid all of them, the Once-ler however wasn't so lucky. Though he was successful in avoiding some of them there were just too many; he cried out in pain as a sharp rock collided into his shoulder that was definitely going to leave a bruise later. Another one hit his thigh which made him spin and another rock slammed right into his back. He almost went under after getting winded by the hard blow to his back but he stayed focused, thankfully the rocks were gone and while the water was still raging with all the extra water from the storm, it was straightforward. He gathered whatever strength he had left and finally swam up to Pipsqueak, he grabbed onto him then steered himself towards the side of the river and dug his fingers into the soft wet ground. He grunted with effort as he threw his upper torso out of the water, he gently put Pipsqueak down before his head collapsed onto the ground with exhaustion.

He heard the animals and the Lorax rush up to him, the barbaloots cheered as they all circled around Pipsqueak to make sure he was okay. By now the wind had begun to die down and the rain was reduced to a drizzle; the worst of the storm had passed.

The Once-ler looked up at Pipsqueak with a weak smile, "You okay there little guy?"

The dripping wet cub responded with a weak nod. The Lorax walked over besides him and smiled, "You did good Beanpole, you showed a lot of guts."

The Once-ler smiled in between his deep breaths, "Well I am a spectacular guy."

The Lorax snorted, "Let's not get carried away."

The Once-ler laughed weakly. He felt his teeth began to chatter, the cold water was starting to affect him and with that he tried to gather strength to get the rest of his body out of the water.

None of them saw the thick heavy branch that had snapped off a large bush from the raging winds earlier and was being dragged underwater; the fork of the branch snagged onto the Once-ler's ankle and pulled at it.

The Once-ler felt himself getting pulled back into the river, he desperately clung onto the wet ground, "What the…!" His felt his grip slipping, whatever got a hold of his leg was strong.

The barbaloots and the Lorax caught on what was happening and they all pulled at one of his arms to try and pull him out but it was no use; all of them were drenched from the rain and their paws and hands were too slippery to keep a firm hold, the Once-ler cried out as he disappeared back into the river.

"BEANPOLE!"

They resumed their chase to help another that was now in distress. The branch was heavy and kept dragging the Once-ler's head in the water. While he was underwater he bent over and tried to tug the branch off his ankle but some of the small twigs on the side of it were snagged onto the wet fabric of his pants. He pushed himself up to resurface to catch his breath but he had little luck for the debris kept pulling him under.

He spotted the Lorax chasing him from the side, "Beanpole, help is on the way! Keep your head above water!"

"I'm….tr….ying…!"

It was difficult to speak when tons of water would go in his mouth whenever he opened it. He began to see stars dancing in his vision; he wasn't getting enough oxygen and at this rate he would black out and drown. He found his head back underwater and tried one last full effort to pull the branch free, thankfully it was a success; he winced as he felt the twigs scratched his skin painfully and the fabric at the end of his pants ripped slightly. Unfortunately he was too tired to swim himself back to the side like before and was now at the mercy of the current with his face barely above the surface.

The Lorax didn't know what to do; the river was dragging the kid too fast for them to get a good lead. He looked ahead and the skin beneath his fur paled when he saw the edge of a huge waterfall, the Lorax bellowed out a howl as him and the animals were completely helpless as the Once-ler headed to his most likely death.

Miraculously, he gripped onto a rock that poked out of the river that was only feet away from the edge. The Once-ler leaned all of his weight on it to keep himself from being pulled away but it would be a matter of time before he blacked out and his grip would loosen. He was a goner.

Suddenly he felt something brush against his face, it was the leaves of a branch. He managed to spot the Lorax and the barbaloots holding out a large branch to him, he shouted something that the Once-ler couldn't hear from the rushing water but he got the message, he carefully grabbed onto the branch and leaned his body on that instead.

The Lorax grunted as he and the animals felt their feet slide against the mud on the ground, the strength of the river plus the kid's weight was too much for them to handle. The Lorax planted the heels of his furry feet at the edge of the riverside that prevented them from being thrown into the water. The kid was so close to the waterfall that his feet were right at the edge.

Fear consumed the guardian, he was supposed to protect all creatures in his forest; despite that he didn't want the kid here he _was_ currentlyliving in his forest and therefore the kid's safety was his responsibility. However, with this situation being futile they would have no choice but to let go…..

Suddenly a noise was heard from his right, the Lorax looked over and saw Melvin galloping towards them with good speed with a look of determination on his face. He smiled in relief as Melvin wasted no time at all; he gripped the end of the branch with his teeth and firmly pulled the animals and the Once-ler safely away from the water.

The Lorax rushed over to the kid and examined him; he wasn't breathing anymore, his skin was extremely pale and the edge of his pant leg was ripped which revealed a couple bleeding cuts on his skin. He opened the Once-ler's jaw and performed mouth to mouth, desperate to get oxygen into him. The Once-ler's body jerked slightly and some water emerged from his mouth, the Lorax leaned in to do mouth to mouth again.

He jumped when Melvin snorted aggressively at him, his eyes telling him to back away. The Lorax stood back and watched as Melvin walked up to him and turned around until his bottom was facing his master.

He sat down hard on the Once-ler's stomach.

The Once-ler's eyes opened suddenly as a burst of water shot out of his mouth followed by a violent cough. The Lorax rushed over and with Melvin's help he pushed him to his side so he could cough up the rest of the water and regain oxygen.

"That's it Beanpole, come on breathe!"

When the cough resided and was able to breathe normally again the Once-ler went limp on the ground; his teeth chattered and his body shivered. The Lorax watched as Melvin scooped him up with his snout until he was on his back, they had to get the kid warmed up quickly.

As they marched their way back to his cottage the Lorax muttered, "It'll be okay kid….."

o~~~~~~~~~~~~~~o

Water. That was all he could remember; lots and _lots _oficy water, he also remembered his lungs burning from holding his breath for far too long but now he felt warm, he recognized the fabric that brushed against his skin and realized he was in his bed. He felt something shift near his chest, he stiffly peered down and saw Pipsqueak; his limbs folded up beneath his frame and dead asleep. Of course, that wasn't the only weight he felt, he felt other things weighing down on his bed around him; he lifted his head and saw other barbaloots curled up against his frame and caressed by the folds of his comforter.

It was no doubt morning since his windows were facing east and the sun's rays beamed brightly through. Instinctively not wanting to wake up the bears he carefully shifted himself until he was sitting upright. He then heard a mossy voice coming from the foot of his bed,

"Hey good, you woke up."

The Once-ler calmly acknowledged the orange furry creature sitting on the side with his legs dangled, twiddling his fingers. The Lorax slowly turned to face him,

"You've been asleep for eighteen hours kid, I was starting to get worried."

The Once-ler felt his jaw drop, "Eighteen hours?" He brought a hand up to his forehead as he groaned, "I barely remember what happened." He felt Pipsqueak shift beneath the covers again, the Once-ler gently lifted them over until the little cub's head was shown.

A smile stretched beneath the Lorax' mustache, "These little guys haven't left your side since the storm."

"Really?"

The Lorax nodded, "Hey, when you rescue one of their own they tend to be appreciative about it. Even after we got you into some dry clothes you were still shivering like crazy, so these guys provided whatever warmth they could give."

"Wait, what?" A jolt of realization hit him, he was in his blue pajamas and not the clothes he was in yesterday, "Y-you guys undressed me?"

"Yeah. They were _wet _so we had to take them _off_." He explained slowly as if he was talking to a small child.

"So I was….I was….?"

The Lorax rolled his eyes and waved off at him, "Oh relax, it's nothing I haven't seen before." He shrugged at the Once-ler's disgusted look, "What? You prefer I kept them on and have you catch your death?"

The Once-ler pressed his hands roughly on his face as he tried to keep an exasperated fueled shout at bay. He always hated when others got in on his personal space, _especially _when he's unconscious. However, the guardian's mind and heart was in the right place despite how blunt and somewhat oblivious he was about it.

"Okay, I'm sorry. I appreciate what you guys did for me, really I do. It's just the whole clothes thing caught me off guard."

The Lorax snorted, "Well look at that, an honest apology."

"What the….." he paused when a couple of the barbaloots shifted their sleeping positions, "What the heck is that supposed to mean?"

"That reminds me, I've got a bone to pick with you." He hopped off the bed and walked towards the Once-ler's stove. He stopped abruptly and pointed a finger at the corner of his tent, "You mind telling me what that is?"

It was a pile of chopped up wood that was all prepared to be burned for his stove.

The Once-ler held his hands up, "Take it easy mustache, it was from the same tree."

The guardian's glare did not faze.

"I'm telling you the truth, I didn't chop down any other trees. Besides I needed wood to cook and stay warm, not everyone has fur like you mustache."

The Lorax sighed, "No, it's only you." He shook his head, "You just don't get it do you? It's just flying over your head like a swamee swan."

"What are you talking about?"

The two were oblivious of the barbaloots that were now awake and watched as the two feud with one another.

"Ever since you've chopped down my tree you've been nothing but thoughtless. I'm well aware that you didn't chop down another tree, believe me I would have known but you're missing the whole point."

The Lorax slowly paced back and forth, "When you chopped down that tree, the only thing on your mind was making that…that eh, whatever that stupid name is."

"Thneed?" The Once-ler pouted. It's not stupid.

He stopped pacing and glared up at him, "Yeah sure. Anyways, when you were about to chop it down had it ever occurred to you that you also smashed all the fruit that was growing on that tree; the barbaloot's only source of food in this forest?"

The Once-ler rolled his eyes, "Oh come on, there's plenty of…"

"Okay how about another example, you're aware by now where swamee swans make their nests?"

The Once-ler didn't respond.

"Did you ever think that there could've been one on top of that tree? With all that tuft, you wouldn't have been able to see it."

The Once-ler meekly avoided eye contact, "Look I…"

"What if that nest had an egg in it?"

The Once-ler shut his eyes tightly, "I didn't mean…"

"Or a baby swan that wouldn't be able to fly away and save itself?"

"STOP!"

The barbaloots flinched at the sudden outburst from the Once-ler. He ran a hand through his black hair as he tried to block out the mental image of a baby swamee swan that was sleeping soundly until it felt its warm home begun to tip over.

He let out a heavy sigh, "I get it."

The firm glare from the Lorax's face faded and was replaced with a sad solemn one, "I hope so." He sighed, "I suggest you take it easy and stay in bed kid, your chill was pretty bad."

With that he began to make his way to the door, when he pulled the door open he paused, "Whether you're aware of it or not, these animals here need the trees and if you continue to think the way you do…..well, you can now see why I have a serious problem with you being here."

And with that, he was gone.

o~~~~~~~~~~~o

The argument left a heavy tension in his home, the Once-ler was stiff and still for several minutes as the guardian's words soaked into him. Then the barbaloots broke the tension as they climbed happily on to his lap and giving him hugs, thankful that he was okay. After he assured them all that he was going to be okay, they eventually left to continue on with their daily routines. Pipsqueak wanted to stay, for he deeply enjoyed the warmth of the Once-ler's bed but after the scare last night it was best that he stay close to his pack for awhile.

There he laid, arms folded back with his hands behind his head as he stared at the ceiling. He wasn't sure how to feel about what had transpired; he was used to being talked down to, humiliated and discouraged for almost everything he has done but after many years he's learned to use those negative responses to motivate himself to keep trying.

This seemed….different.

The guardian yelled at him, that much he knew but he wasn't yelling at him because he wasn't impressed by the outcome. No. He was…correctinghim? Disciplining him? No one's ever done that before; when he was little his mother never corrected him on anything so he assumed that whatever he did was acceptable, it was when he was trying to impress her that she would notice him.

When he looked back mustache never yelled at him because the Thneed itself wasn't good enough, he just didn't like the method he did to make it. So did that mean he supported him? It was all too confusing.

The Once-ler sat up abruptly and grumbled, "Stupid mustache, trying to lecture me like he's my father or something. Why does he care so much anyways?"

He gazed out his window and a good distance away he saw the tree that was struck by lightning during the storm. He flinched at the sight of it, it definitely took quite a hit; even though parts of the tuft that didn't get scorched was still bright and lively there was no way it was going to survive for long, too much of its trunk was damaged.

Then he saw something approach it, he squinted his eyes and quickly realized it was mustache. The Once-ler observed him as he slowly circled around the tree, occasionally caressed the bark of the tree with his hand and pressed his ear against it. Since it was the same behavior that the Lorax did the last time the Once-ler assumed that it was going to be another one of his stupid tree funerals.

But then he started to do something different, something that caught the Once-ler's attention.

The Lorax glanced around and checked his surroundings to see if he was by himself. He leaned in close and muttered something to the tree and then placed both of his furry hands at the base the trunk.

It began to glow faintly.

The Once-ler found his eyes glued to the whole scene, this was the kind of thing that only happened in children's stories.

The glow that started out as faint suddenly began to grow brighter and brighter until the entire tree was consumed in its light and strained the Once-ler's eyes; it was like a nasty glare from the sun at just the right angle.

In an instant, the glow was gone.

He looked past the spots that formed in his eyes and couldn't believe what he saw, the tree was completely healed! The trunk was mended back together leaving a pale scar where it was split, the tuft was no longer scorched and was standing upright looking as vibrant as ever.

He couldn't believe it but it happened.

The Once-ler laid back down, his head gently hitting his pillow. He folded his hands together as he placed them on his chest. He wanted to laugh, he really did but he was so shocked at what he saw that the only thing that came out was a wide smile,

"I can't believe it…it's him. It's really him. The Lorax.

To Be Continued….

* * *

So what did you guys think? I know I altered the river bed scene, please don't hate me! Lol!


	9. Promises

Sorry for the delay everyone. As predicted, finals got me tied down but now that the toughest part is over, my schedule should start quieting down.

I'm so happy everyone liked my river scene! :) I was afraid that people wouldn't like it since we all love the 'bed in the river' scene a lot in the movie but I'm glad everyone enjoyed this one as well.

o~~~~~~~~o

I didn't have much time to respond to everyone individually but let me just say to all of you, "Thanks for reading and for all the feedbacks!" :)

RandomstalkerNOWWITHausername - Yeah I should edit my summary to slight AU instead of just AU, I know the beginning seemed to be mostly just a rewrite and believe me, rewriting some of it was a little boring. But now we're beginning to get the parts that I wanted to write since the beginning! I don't want to spoil anything but I will say this, there is no time traveling. :)

AngetianPrincess18 - A new reader! Yay! :D I was shocked to suddenly see 7 reviews all at once, I'm glad you gave me lots of feedback for my story. Let me first answer that I do enjoy the Once-lerxNorma pairing, I just decided to try a different direction with it since the pairing has been used quite a bit...oops I just gave something away, lol. Yeah I was disappointed that the Once-ler wasn't more involved in the ending of the film, I assumed the reason O'Hare didn't care for the Once-ler that much was because he acted benign but I wanted the two to conflict with each other a little.

DemonSurfer - I tried to be very careful with the whole psychological aspect of the Once-ler, I actually had to stop and view his entire childhood in my head and how he would look at it, it was very tough but I'm happy to see it working out. Lol! We're getting close to the point where the summary will make sense I promise! It kind of reminds me of the logo in Final Fantasy XIII where I had no idea what the heck it was supposed to be until the very end, then it suddenly all clicked.

* * *

The Tree with a tongue

Chapter 8: Promises

* * *

"Oh come on, it's not as bad as you think."

The Once-ler admired his newly painted sign for his Thneed that a very irked mule was forced to wear. He did his best to ignore Melvin's darkened glare and gave him a thumbs up with a wide smile,

"See? You look amazing! Let's get going, we're wasting daytime."

With the reins in hand, he started to march out towards the direction of the small town but was nearly yanked back off his feet when Melvin refused to move. The Once-ler grunted as he tugged on it as hard as he could,

"Come _on_ Melvin, don't be stubborn! When have I ever asked you to do anything?"

Melvin rolled his eyes at such a stupid question and tugged the reins swift and hard with his head, the Once-ler yelped as he flew off his feet and fell on his back.

After being winded briefly the Once-ler growled and scrambled to his feet, he went behind Melvin and pushed as hard as he could but since Melvin had his hooves dug into the ground he couldn't get him to budge. The Once-ler sighed as he pinched the bridge of his nose,

"Okay look I'll make it up to you. I'm sure the town has a market there, if you do this for me I'll buy you those green apples you like so much."

Melvin's ears twitched at that warming promise, he abruptly started forward and not realizing the Once-ler still had the reins in one hand was pulled to the ground once again, this time on his face.

The Once-ler rested a hand on his chin and spat dirt that was on his lips, "All that mule ever thinks about is food."

o~~~~~~~~~~~o

As the two walked through the soft dirt trail through the forest, the Once-ler was in deep thought. He hadn't seen mustache….er…..the Lorax ever since his ultimatum, which was almost a week ago. He had developed a small flu while he was bedridden for a couple days and then he spent the rest of his recovery in his cottage painting his billboard.

But that wasn't what he was thinking about.

He was more focused about that magical moment that he witnessed; where the Lorax healed the tree that was struck by lightning, it was the most amazing thing he's ever seen.

The Once-ler gently caressed the Thneed wrapped around his neck.

He had disrespected the Lorax that day when he chopped down that tree, but why didn't he use his powers on him? The storybook he read as a child always said that the legendary Lorax would strike anyone who threatens his valley with deadly powers. A part of him still had a hard time believing that it was him but he witnessed the proof firsthand; what other creature could possibly do something like that than the Lorax himself? Maybe he could ask whenever he came across him again.

"Great day today isn't it?"

He jumped and cried out which almost spooked Melvin off the dirt road. The Once-ler sharply turned behind him and discovered the Lorax laying on Melvin's back, his little arms folded behind him and was gazing up at the clear blue sky.

"Wh-what are you doing here?"

Lorax held back a chuckle and instead shrugged, "I heard you were heading into that human town today so I figured I'd tag along."

The words remained tangled in the Once-ler's mouth, "Y-you can't come with me!"

"Why not?"

"W-well because, you just can't!"

The Lorax rolled his eyes, "Aw come on it'll be fun."

The Once-ler scowled, "I'm not going into town for fun; this is strictly business."

The Lorax sat up, "Oh yeah, you're trying to sell that uh….that thing with the stupid name. What exactly is it anyways?"

The Once-ler smirked, he might as well practice his charisma with someone, "What is a Thneed you ask? Why it can be anything you want!" With that he took the Thneed off his neck, making it morph from a scarf to its initial form. He started to walk backwards as he faced the Lorax, "A Thneed is specially designed to satisfy all people's needs! It can be a feeder for your horse!"

He swiftly wrapped the Thneed around Melvin's snout and it formed as a feeding pouch. Before Melvin could retort, the Once-ler just as swiftly took it off him,

"It can be an umbrella!" He flicked it above his head and a pink umbrella was formed in his hand. He lowered it and put it on the Lorax's head, "It can be a stylish hat!" He took it off the little guardian's head, "It can be anything at any needed moment!" He wrapped it back around his neck, "So what do you think? Pretty amazing right?"

The Lorax looked like he was still absorbing the Once-ler's sudden sales pitch, then he choked out a little bit of chuckling and eventually it turned into bellowed laughter.

The Once-ler deflated a little, "What?"

"That's what you chopped down my tree for? For that piece of garbage? That's the most ridiculous thing I've ever seen!"

With that he rolled onto his back and continued to laugh, Melvin almost joined in but stiffened when the Once-ler gave him a dark glare and then averted his glare to the Lorax. What was he thinking before? He should've known better; of course the Lorax didn't support his idea.

No one did.

"Go ahead and laugh! You'll see! It will be the next big thing on the market!" There was a painful familiarity in that sentence; a sentence he felt was losing its meaning.

The Once-ler turned forward with determination expressed on his posture as he focused on the dirt path ahead of him and tried his very best to block out the guardian's laughter. After awhile the Lorax eventually stopped laughing and it turned into an awkward silence with the exception of dirt crunched footsteps. The Once-ler felt this was most likely the best time to say what needed to be heard and with that he took a deep breath,

"Listen, I've been thinking about what you said…."

The Lorax long resumed his relaxed position on Melvin's back, he shifted as he responded, "Thinking is always good."

"Heh, yeah. Well I've thought about it and I want to say…..I'm sorry." He took another deep breath, "I'm sorry I chopped down your tree."

The Lorax sat up and glanced at the back of the Once-ler's head, "Thank you, I'm glad it finally got into your thick skull."

The Once-ler anxiously bit his lip, should he just confront him about what happened? He safely assumed that there was a good reason why the Lorax would hide his power to others. Perhaps it was to keep attention away from the forest, or maybe he wasn't as strong as the story made him out to be. Either way he didn't want to risk getting on the guardian's bad side.

The Once-ler rubbed the back of his head, "So I've decided that I-I…I won't…" the sentence seemed to be stuck on his tongue. Why couldn't he get it out?

"What's the matter Beanpole, barbaloot got your tongue?" The Lorax laughed.

The Once-ler grunted, "I promise I won't chop down anymore trees."

The guardian's expression showed a soft shock as his busy eyebrows lifted, "You're not lying…..well I'll be darned. I appreciate that a lot kid, though you realize I'm going to keep you to that promise."

"I had a feeling you would."

The Lorax crossed his arms, "Though I have to admit, I'm a little skeptical about this sudden change of heart, especially after the obnoxious behavior you've given me since the beginning."

The Once-ler gave him a surly look, "What? I can't realize mistakes and correct them?"

"No but you don't seem like the 'thinking before acting' type of guy." The Once-ler could see a smile form behind his mustache, "I also just realized, you called it _my _tree. So you finally admit that I'm the Lorax huh?"

Ugh this furry meatloaf was infuriating! It was tough amending his actions to someone as teasing and annoying as the Lorax. The sincere part of him vanished and he reverted back to his stubborn ways; it seems that was one thing the two of them had in common. He snorted as he looked forward "I'm not admitting anything."

"There's that lying again."

"Ugh! You know what, just forget it! I take back my apology!"

The Lorax laughed, amused by how easily agitated the kid could get, "If your lies were pieces of fruit you could feed the entire valley in no time."

"Argghhh!"

The awkward silence returned after that, the Once-ler refused to show anymore sympathy to the Lorax. After awhile the traveling group reached the top of a hill, when he blocked the sunlight with his free hand the Once-ler spotted the small town not too far ahead. As they descended the Once-ler spoke,

"Look mustache, when we get there try to stay hidden from everyone, no offense but you wouldn't be a good promotional image for my product."

The Lorax rolled his eyes, "Oh I have a feeling that won't be a problem…"

o~~~~~~~~~~~~~o

The Once-ler smiled confidently at the residents as they went about their day in the small town of Terraville. This was it, this is where he was going to make history and change the world for the better! He quickly tested the strings on his guitar, "Alright Melvin, time for us to finally shine."

They ventured into town, the Once-ler contemplated on where exactly he would set up; at first he thought about just setting up along with the other small business stands on the side of the road but then he discovered a lovely gazebo in the center of the town's park, his eyes sparkled.

He couldn't blend in with the rest of the current; he had to stand out if he wanted to be heard.

"Come on guys, let's head over to that…" he turned around and noticed something was missing. Melvin was there waiting on his word but the orange furry Lorax on his back was nowhere to be found. The Once-ler gave Melvin a questioned look; the mule glanced at the empty spot on his back then faced his master again with a simple shrug.

"Oh this is just great, where the heck could he have gone off to?"

He looked around town for anything orange moving around, he quickly spotted the Lorax walking casually down the side street further back where they came, his arms folded behind his back as he enjoyed the foreign scenery.

The Once-ler scrambled to chase after him, he watched him enter into a small convenient store. He practically burst through the front entrance, the little bell rang above his head.

"Ah, good morning sir!"

The Once-ler didn't respond, he gazed around the store and couldn't find the Lorax anywhere. He finally addressed the clerk, "Excuse me did you see a little orange furry…thing walk in your store?"

The clerk gave him an uncanny look, "Uh well…no, nothing of the sort walked in here but if you're looking for an orange stuffed animal, I…"

The Once-ler didn't hear the rest for he was already out the store. He kept his eyes sharp as he scanned through the street, he spotted the Lorax again through the window of a store a little down and across the street, his eye twitched in anger when he waved at him with a smirk on his face.

He was toying with him.

He growled through clenched teeth and darted towards him, unaware that he passed by Melvin who was using his down time to harass a nearby farmer at a fruit stand for all of his sour green apples. He barged into the store as he did the previous,

"MUSTACHE! WOULD YOU STOP FOOLING AROUND!"

But the Lorax was nowhere to be found. He looked up at the female owner, who was backed away slightly from the counter with an alarmed look on her face,

"Heh, sorry didn't mean to barge in like that. Uh did you see a little creature with a big mustache in here?"

The woman shook her head, "N-no. Please, I-I don't want any trouble."

At that point it was best for him to just leave. He smiled nervously with another apology and left her store peacefully. The Once-ler stood there and scratched the back of his head; that lady had to have seen the Lorax from where he was standing but she didn't.

Neither did that other guy. What the heck was going on?

He then spotted the Lorax _again _in a small book store. This time he decided it was best not to barge in like a crazy person, he calmly walked into the store and was shocked that the Lorax was still there looking at something on one of the shelves. He walked up beside him and discovered what he was looking at; it was the storybook he read when he was little, the story of the Lorax. He smirked at the Lorax's warming smile,

"Basking in your fame huh?"

The Lorax snorted, "You know I've never read it before."

"No?"

The Lorax merely shook his head, "All I've heard were rumors of it from other humans." He grunted as he stretched his small limbs as much as he could to reach for one of them and pulled it off the shelf, "Good as time as any to start I guess."

The Lorax began to make his way out the store with the book in hand. The Once-ler yelped and quickly snatched it away from him before he walked out,

"What are you doing?"

"What? I'm going to take it back with us."

"You can't just take it! You have to buy it first!"

"Buy? What the heck is that?"

The Once-ler snatched the book from his hands, "Ugh, never mind! I'll take care of it."

He walked over to the counter and placed it front of the store clerk who looked at him weird. The Once-ler stared, "I uh, I like to buy this please?"

The Clerk replied hesitantly, "Uh sir If I may ask, who were you talking to?"

The Once-ler quickly glanced over, thinking that the Lorax might have vanished again but sure enough, he was still standing there waiting. He slowly looked back and replied, "So….you don't see anything by the door?"

The clerk simply shook his head. He looked back at the Lorax who was now avoiding eye contact with him; he knew about this, he was fully aware that no one could see him. Why? He had no idea but he was definitely going to get answers out of mustache soon enough.

"I uh-I must be seeing things I've been sick the last couple of days. Anyways, the book please?"

The clerk snapped out of his own thoughts and preceded in the transaction, "Ah the Loarx story, my daughter always wants me to read it to her every night."

"Yeah….I used to read it all the time too when I was little."

He frowned at the sudden flashback that filled his vision; a flashback of him hiding under the covers while reading the Lorax for the hundredth time and another of when his mother caught him….

"Sir? Is everything okay?"

"I'm fine." He placed the money hard on the counter and stormed out of the store with the book in his hands, he didn't even care about the change.

He stormed down the street; the shadow from his hat covered his eyes. Melvin, whom have eaten all of the farmer's apples while the farmer stood at a safe distance and cried, spotted his master walk by and trotted after him. When Melvin saw the look on his face his ears drooped and flinched away; he remembered that look all too well.

The Lorax managed to catch up to him, "Oi Beanpole!" He walked beside him and stared, "Hey what the heck was that all about back there?"

"I can ask you the same thing," he replied firmly. He stared hard down at him, "Why can't anyone here see you?"

The Lorax stuttered, "Uh…well about that…."

The Once-ler sighed and shoved the pouch that was strapped to Melvin's side, "Forget it, I've got to focus on the reason I'm here. Just try not to destroy anything." With that he and Melvin walked towards the gazebo a little further ahead while the Lorax slowed to a stop as he observed the kid's unusual behavior.

'_What got him all mopey?'_

The Lorax dismissed it; he assumed that it would quickly go away once he began to sell his stupid whatever it was called. In the meantime he was going to continue to walk about the town and observe the humans in their natural habitat. He could never understand the hustle and bustle lifestyle that they lived; demanding green paper in exchange for things, rushing to get from one place to another and various arguments over trivial things.

He didn't understand it and frankly, he didn't want to.

Why couldn't humans live simply like the animals in his valley? He watched them every day and they were always happy, in this town it's like everyone's impatient, frustrated and unhappy. While he was deep in his thoughts, the Lorax discovered a small natural area on the edge of town; it had a nice pond….but that was pretty much it; just a plain field that surrounded it except for a little Truffula sapling that poked out of the grass. He smiled and walked over to it,

"Hey there little guy, how did you get all the way out here?"

Though he could still see his Truffula trees from over the roofs of the houses, the town was still literally on the edge of the valley and this tree was the only stray one that stood apart from the rest. He rested his hand on the frail trunk of the juvenile tree and frowned,

"You're not feeling so good."

Though the sapling seemed healthy the Lorax suspected that it will only be a runt and not grow as tall; the soil around it wasn't as fertile as it was in the valley and the Truffula trees cross pollinated with one another, this little guy was too far away from them to benefit from that. He smiled and moved his hand down to the ground,

"Here, let me help you out."

A faint glow filled the soil in between the grass blades; the green color in the grass became richer as it grew, the yellow tuft the sapling had became vibrant as it grew a few inches and small white flowers began to pop out in random places, mostly by the edge of the pond. The Lorax smiled at his handy work, he loved seeing new life blossom around him. He then spotted a little girl staring in awe at what she witnessed; as far as she knew, nature just popped up out of nowhere.

"Melissa! There you are!"

What the Lorax assumed was the little girl's mother marched up to her and took her by the arm, "Come on, we have to head home."

"But Mommy, look at all the flowers! They bloomed up all by themselves! It was like magic!"

"Oh don't be ridiculous Melissa," she grumbled as she slowly dragged her away, "Honestly, you and your imagination."

Upon observing the mother's initial response it seems nothing has changed with the humans, it made the guardian's heart heavy with pity. He remembered a time when many humans believed in him; when he was looked up to as a great peaceful guardian that watched over the valley that their villages settled aside. He remembered when they would give him offerings in thanks for him watching over their homes, when they treated his presence as a sign that good forturnes will happen that day. They even wanted him to be part of their society; attend to their feasts and festivities and be friends with everyone.

He couldn't do that.

If there was one thing he noticed the humans had, it was that they formed tight bonds with one another and at the time he would have been no exception but he couldn't get close to them. He was an immortal deity of nature, he was used to seeing all living things around him be born and then ultimately face their mortality; it was the simply the cycle of life. However, he learned that forming a friendship with any of the animals or humans made the cycle of life much harder to come to terms; he would feel a tight pain in his chest that wouldn't go away so easily and raindrops would form in his eyes. He hated it. So he had to remind himself constantly that he was a guardian and nothing else, he had a duty to protect those in his valley; he wasn't a friend, a buddy or anything of the sort.

That kind of thinking caused him to isolate himself and over the course of many years, the humans eventually stopped giving him offerings and even stopped thinking about him. He watched their ways of life and culture shift away from their appreciation and respect with nature and lost their ability to see him. I guess in a way, it was his fault that they don't see him anymore.

But then there's Beanpole…

The Lorax slowly made his way back into town as he contemplated. He had to admit, he would have been more shocked about it had he not been distracted by the kid's stupid act of chopping down his tree. How could a self-centered arrogant kid like Beanpole be able to see him? One would have to appreciate and have a deep connection with nature to be able to see his presence and after that horrible first impression Beanpole gave, he couldn't believe it. Maybe there was more to the kid than he thought, he doesn't really know him after all and why would he?

It's not like they're friends or anything.

His thoughts were interrupted by a crowd of humans gathered around the gazebo where the kid and the mule resided. What he didn't expect were the wave of angry comments,

"There's no way something can do _everything_!" one man said.

"That thing looks ridiculous!" a woman shrieked.

"This is the dumbest con I've ever seen!"

The Once-ler felt sweat forming around his brow, the people in this town were aggressive with him rather quickly. He couldn't understand why, all he did was peacefully advertise his Thneed through a light cheerful tune and before he knew it they all circled around him like a pack of wolves. The crowd cleared the way as an elderly man approached him with a dark and serious look on his face.

"Boy, I'm the mayor of this town and I appreciate it if you leave."

"What?" the Once-ler exclaimed, "But I didn't do anything! I just wanted to sell my invention and…."

"Exactly." The mayor interrupted, "My town doesn't take too kindly to solicitors and wannabe entrepreneurs like you. The last time someone came in with a 'revolutionary' invention as you put it, he walked off with much of my people's money. We are happy with what we have now; we don't need smug like you walking in here."

"But this isn't a con!" the Once-ler replied desperately, "I showed you what many things it can do; I promise I'm not cheating anybody."

"Liar!" a man exclaimed.

Suddenly a fat tomato was thrown by one of the kids at the sides, splattering all over the side of the Once-ler's face followed by their laughter. In no time at all, the town participated in throwing tomatoes, small rocks and other small various things at him. The Once-ler turned his back to the crowd to protect his head from the flying objects.

"Get outta here!"

"Filthy conartist!"

The Lorax took a step back, he did _not _expect this at all. This town was the only descendent of the small villages that resided here and he never seen the humans reacted like this to their own kind before. The poor kid. He wanted to do something, he _had _to do something but he was helpless, no one in town could see him so he couldn't intervene. He tugged both ends of his mustache with frustration as he watched helplessly while the Once-ler was now crouched down to the floor of the gazebo, flinched as rocks, tomatoes and other things painfully pelted his back. It quickly stopped and was replaced by cries of shock from the townsfolk as Melvin went on the offensive; after he witnessed his friend being attacked unfairly sent him over the edge. He charged at the crowd which caused them to back away, he then charged and brayed angrily at the group of kids that threw the first shot and trampled over the carts of tomatoes and other various fruits that were used to attack his friend.

"Enough!" the mayor shouted.

Melvin let out another angry bray and started towards him, the mayor yelped and stepped back with his hands out in front of him. When Melvin was inches away, he was stopped by the Once-ler.

"Melvin don't." he said somberly. The Once-ler slowly got to his feet and wiped off chunks of tomato off his face, "Come on, let's just go."

Melvin snorted hard at the mayor, purposely spewing bits of snot on his clothes before he walked back over to his friend. The Once-ler gently gripped onto the reins and slowly descended their way down the path and towards the town's exit.

"I'm sorry this happened." The mayor said stoically as the two passed him.

The Once-ler stopped for a moment and turned to face him, "No you're not."

With that, the two continued onward. The Lorax quickly rushed in between the crowd of people and caught up with them. The Once-ler glanced sadly down at the guardian but said nothing, the Lorax returned the same expression. When they reached the edge of town the Once-ler spotted a trash can nearby, he glanced down at his stained Thneed that was wrapped around his neck and tentatively took it off, he walked over the trash can and hesitated before he dropped it in.

"What a stupid idea."

The trio said nothing as they disappeared over the hill and back into the valley.

o~~~~~~~~~~~~~o

The barbaloots and the humming fish were playing a simple game of rolling down the hill; or at least the barbaloots were rolling down, the humming fish used their wet scales and fins to slide down like they were on a snowy hill, some of them even did races with the swamee swans using their wings as flags to start and finish the races.

The group of them saw the trio heading their way and smiled excitedly, happy to see their guardian and their new friends come home. When they approached them with eagerness, instead of seeing welcoming faces they instead only received looks shadowed with sadness, they quickly realized something was wrong. Though Melvin and the Lorax stopped to acknowledge them, the Once-ler ignored them and continued until he made his way to his cottage and slammed the door behind him. All of the animals gazed at the closed door before they turned to the Lorax for assurance, the only thing he could tell them was to give him some time alone for now.

The day slowly evolved to late evening, the sun had almost disappeared behind the hills of the valley and throughout said day the Once-ler never once left his cottage for anything, until now. He opened the door slightly and looked around, when he was sure that he was alone he walked out of his home with an armful of his belongings and began to stuff them in the back of his wagon, he then walked back inside and repeated this routine until the back of his wagon was packed. When he turned around to start folding up his home he was stopped by Melvin's confused yet concerned look.

The Once-ler let out a small sigh, "Come on Melvin, we're leaving."

Melvin's ears shot up with surprise. The Once-ler explained, "Look, making a Thneed was the only reason we were here. Now that it's officially a bust, it's time to move on."

Melvin brayed loudly and shook his head at him. He stomped towards him and nudged him roughly against his stomach with his snout. The Once-ler yelped,

"Hey! Melvin what is the matter with you?"

"He doesn't want to leave you idiot."

The Once-ler paused then slowly glanced over at the Lorax who had his arms crossed with a serious look on his face, "You can understand him?"

"Of course, I can talk to any living creature in whatever way they speak; in your case it's English." The Lorax slowly walked over to him, "So you were just going to sneak out and leave without saying anything?"

The Once-ler scowled, "Oh why do you care? You should be happy that I'm leaving."

"Maybe, but my opinion isn't the one that matters around here."

As he said those words, the animals began to emerge from the shrubbery and behind the trees, the Once-ler soon found himself surrounded.

The Lorax continued, "I may be the Lorax that speaks for the trees but this is their home and they've grown attached to you Beanpole, they want you to stay."

The Once-ler wasn't sure what to think as he gazed down at all of their pleading eyes, especially Pipsqueak as he slowly walked up to him and gently hugged his leg. He knelt down and gave Pipsqueak a gentle pat on the head, he felt emotional build up in his throat as he choked out his words,

"R-really? You guys really want me here?"

In response, the rest of the animals all huddled around him happily; a couple barbaloots crawled up to his shoulders and a swan landed on his head, the Once-ler couldn't help but laugh. He watched as some of the fish and barbaloots rushed off to his wagon and carefully brought his guitar over to him.

The Lorax chuckled, "Looks like they want you to play."

He wasn't sure how to feel; never before has anyone appreciated or _wanted_ him to play his guitar. He lost track of all the times his family scolded him making such an 'obnoxious' racket. The Once-ler took the guitar with a smile and settled the strap over his shoulder,

"You guys want a song? Well you got it!"

He felt his fingers began to strum the strings on their own as he got lost in one of his songs and the audience that danced and enjoyed it as much as he did.

o~~~~~~~~~~~~o

The Lorax checked on the animals as they were wiped out from the eventful night and now all slept in the area where they danced. When he was content, he began to make his way towards the edge of the creek where the Once-ler had wandered off, he spotted him leaning against one of the trees playing a quiet, gentle and repetitive tune on his guitar.

The Lorax sat down beside him, "I've never seen the animals that active before, they really enjoy your music."

The Once-ler didn't respond, instead he just continued to play; his leg leaned against the other with his foot tapping to the music, his eyes were closed with a sense of calm in his smile.

"Oi, Beanpole?"

The Once-ler's eyes shot open; his music stopped, "Wh-what? Oh, sorry didn't even hear you coming."

The Lorax rolled his eyes, "It seems the animals aren't the only ones who are into music."

The Once-ler gazed down at his guitar, "Yeah. I've always had a knack for it ever since I was little, I hardly had to practice, it all just came to me." He strummed the set of strings in one swift motion, "You know I've always wanted to be a musician; write music and sing to the world as I traveled it."

"Sounds interesting; visit people and see many places. Why don't you do it?"

"Are you kidding? You can't get ahead in life by doing just that."

The Lorax raised a brow, "Get ahead? Who are you racing?"

The Once-ler rolled his eyes, "It's a figure of speech you idiot. You can't get rich and successful by playing a guitar."

"Is that why you're trying to sell that Thneed? So you can get rich?"

"Well duh. I have to."

"You have to, or you _want _to?"

The music stopped playing, "Why should that matter?"

The Lorax stared, "Well, why do something if it's not going to make you happy?"

"I have to make my family proud….my mother proud." The Once-ler sighed, "My Mom always told me playing music was a waste of time and I would never amount to anything if I continued, she said that the only way I can be somebody is if I came up with an idea that everyone will need and make lots of money."

He hung his head, his bangs hiding his eyes.

"I've made so many little inventions in the past, ones to help me get by during the day but whenever I showed them to Mom, she believed they weren't good enough to shine."

The Once-ler just then realized that he was pouring his personal life out to the Lorax but he didn't care as much as he thought he would have, maybe deep down he just wanted to tell somebody.

After a moment of silence the guardian finally replied, "No offense kid but your mom sounds like a real jerk."

The Once-ler laughed nervously as he quickly went in on the defensive, "No no! She means well! I mean, I'm sure she does it to make me improve myself. Heck, if she hadn't thrown out my very first guitar I never would have learned how to make one, if she hadn't forced me to wake up at the crack of dawn to do all the chores I wouldn't have learned the value of hard work."

He gripped the neck of his guitar tightly, the rest of his sentence he finished in his head, _'Or when she chopped down my favorite Oak tree at the edge of the farm and told me that trees were only good for lumber. Or when she told me fairytales were stupid as she threw my favorite storybook into the fire…..the tale of the Lorax.' _

The Lorax gave him a concerned look, he noticed that the Once-ler had that dark look on his face again, the same dark look he had in the bookstore earlier today. Just what has this kid gone through?

The Once-ler let out a sharp sigh, he didn't realize he was holding his breath, "I just don't get why my Thneed didn't seem to impress anybody, I was so sure this time…"

"Alright, enough with all this mopey stuff!"

The Once-ler turned towards the mossy and bossy tone in the Lorax's voice. The Lorax walked in front of his with a stern look,

"Look Beanpole, I can see how much that Thneed meant to you but I'm not going to sugarcoat anything; I still think it's the dumbest thing I've ever seen."

The guardian paused as the Once-ler deflated at his comment. He continued, "But so what? Something doesn't work, big deal! You move on!" He trotted over to the tree closest to him, "Take these trees for example; you think this entire valley grew the first time? Heck no! It took over a thousand years for this valley to be the way it is now. I've seen hundreds of baby Truffula trees that didn't even make it past their sapling stage but I don't mope about it, instead I hope that the new sapling will take its place and grow to maturity." He took a breath, "My point is kid, you gave this Thneed your best shot, that's all you can do. The best thing now is to move on."

The Once-ler soaked all the words in like a sponge, "Thanks….I think." He set his guitar to the side, "It's funny, no one's ever said anything like that to me before, I'm used to my mom always discouraging me."

"You talk about your mom a lot, what about your dad?"

The Once-ler frowned as he turned away, "I….I never knew him. My mom refused to talk about him whenever I asked, heck I don't even know his name. I only remembered my stepfather that my mom had my younger brothers with but he passed away shortly after."

The Lorax rubbed the back of his head, suddenly feeling guilty for bringing it up, "Eh, sorry."

The Once-ler stood up with a smile, "It's okay, it doesn't bother me much anymore." He picked up his guitar, "It's getting late, I'm gonna hit the sack."

The Lorax watched him walk away towards his tent, "Hey Beanpole,"

The Once-ler turned, "Yeah?"

"…..Don't ever stop playing that guitar okay?"

The Once-ler smiled with a nod, "I promise."

* * *

Ted sat there on the rock, his bottom had fallen asleep from sitting still for so long but he paid little mind to it, he was too into the Once-ler's story.

"So I thought over his words that night, never has anyone encouraged me to keep going, or told me that I was allowed to be whatever I wanted; to have that kind of choice made me truly happy for the first time." The Once-ler said, "So I decided to start a simple life, becoming the musician I've always wanted to be."

The Once-ler lowered his head, hiding the shame in his eyes.

"But sadly….that's when everything began to go downhill."

To Be Continued….


	10. House Arrest

We're finally getting back to Ted and the final parts to the Once-ler's tale!

Also I'm preparing to make a shorter fic about the Once-ler's childhood in my universe.

Freckles-is-god: There was a ton of potential in the movie! I understand that they can only do so much to it and in a way, the unfulfilled potential leaves a lot of room for imagination and creativity for us fanfic writers! :)

Ravenhearst: Thank you so much!

LilRockStar: Thank you!

Nagasha: Yeah, I stink at writing psychological stuff or at least I always feel it can be better, but I hope it all turns out well in the story. And as for his Thneed….well, you'll just have to read. :)

The Animanga Girl: Aww, I'm glad it tugged a heartstring! I always viewed the Lorax having some kind of fatherly role, being as how he's as old as time itself and has tons of wisdom.

AngetianPrincess18: I like it too! I kinda got the idea from the Harvest Moon games where the playable character can only see the harvest sprites.

Zara2148: Hehe, I always encourage my friends and others to find time to do what makes them happy, cause happiness is important!

* * *

The Tree with a tongue

Chapter 9: House Arrest

* * *

No one ever said parenting was easy, we all wished we could be that special case where it would be, at least that's what Helen Wiggins always thought as she watched Ted grow up; he was always well behaved, laid back and did things with little complaint. However, that peaceful way of thinking was disrupted as she observed her son over the last two days. She gave him a chance; he said that he wasn't getting into trouble and that she had nothing to worry about.

She wasn't so sure anymore.

She watched him discretely sneak into the house _past_ town curfew last night, she may be a boring Mom and behind the times but one thing she knew for sure was any child that tries their best to hide what they do is always the obvious sign that they're up to no good.

I mean, if you're not causing trouble what are you trying to hide then?

She had gotten the phone calls; he missed two days of school, the staff explained and apologized for her son's absence and injury that he'd gotten on his motor bike.

Sneaking around, being out past curfew, ditching school _and_ lying; she couldn't let this go on anymore. She'll have to have that talk with him which will most likely lead to punishment, she's never done this before and heaven knows she's not looking forward to it; no one ever likes to be the bad guy.

Just where in the world has he been going that he has to do stupid things like this? That was the question that buzzed around in her mind right before the doorbell rang one afternoon.

It was Mr. O'Hare.

* * *

The Lorax relaxed against the trunk of a tree with a content smile. Throughout the day he watched the animals follow Beanpole everywhere; they played a game of tackling him down to the ground in a group wrestle, the kid sang to them on his guitar and at one point he even helped the barbaloots gather fruit from some of the trees using the same system they used to rescue Pipsqueak from the storm, as they passed one piece of fruit down the line they gave one to Beanpole, he tentatively accepted it.

That was the true sign that the barbaloots accepted him as part of their pack.

Now here he was, leaning against the Once-ler's sleeping form on top of the covers, he was the only one left that was awake as he watched all the animals sleeping in every nook and cranny of his tent. It had been a couple days since his 'failed business attempt' in that human town and now that he finally put that stupid invention past him, the kid finally looked as happy as he was when he first arrived if not more, which he had to admit he preferred that over him acting all moody.

The kid wasn't half bad; the animals have grown to trust and accept him as family, the trees seemed to feel calmer around him now and heck even after the feud the two of them had in the beginning they now started to act like good buddies…

Wait a minute, buddies?

The Lorax jolted upright on the bed and pulled on his mustache, _'Whoa whoa! What the heck are you doing you idiot? You're getting way too deep into this! Repeat after yourself; the kid is not your friend!'_

But no matter how many times he repeated it, the words just couldn't sink in like it normally did. The Lorax let out a defeated sigh and collapsed backward against the Once-ler's sleeping form, which caused him to snort and shift under the covers.

"Why do humans have to be so complicated?"

o~~~~~~~~~~o

The next morning came, everything was normal at first…..

The Lorax stirred from his sleep, he quickly discovered that the bed was vacant. He sat up when he heard the Once-ler exiting the bathroom area,

"I see you helped yourself to my bed," he said with a smirk.

The Lorax shrugged, "Hey it looked comfy," He bounced on it slightly, "It's acceptable."

The Once-ler rolled his eyes and walked over to his stove and gently picked up the half asleep barbaloot that made a bed out of it. He took a spatula off the one of the hooks on the wall and twirled it with his fingers, "So who's up for breakfast? I can make a mean flapjack."

The word 'breakfast' caused every animal in the tent to perk their heads up with interest. The Once-ler smirked, "Any takers?"

He beamed when every animal raised their wing, paw and fin at him, whining with eagerness. Pipsqueak cried with delight as he crawled up to the top of the counter, he stood on his hind legs and wagged his stubby tail excitedly. The Once-ler laughed,

"You want to be my helper Pipsqueak?"

After getting an eager nod, he let him hold onto the spatula while he got out pans and the mix. As he cooked he couldn't help but laugh when Pipsqueak wanted to flip a pancake just how he did; the pancake would fall apart but it was too cute to see Pipsqueak's victorious smile when he flipped it. This was the first time the Once-ler felt happy to cook, the last time he cooked for anyone was his family and all he ever got from them were impatient and stern looks.

An hour later, the Once-ler cooked a new batch of pancakes stacked high on a plate and set on the window sill, "Don't worry Melvin I didn't forget you."

As Melvin munched away the Once-ler turned and stared admirably at the animals lounging in his home, rubbing their full stomachs with content and almost on the verge of falling right back asleep. A small clinking noise began to reach his ears, he looked around and realized that his kitchen wear was shaking and clinking against one another and in no time at all his entire home began to shake along with it.

"What the…." The Once-ler tightly gripped onto the counter for support, his voice rattled by the vibration.

While the Lorax sat up from his relaxed full state and looked around in a panic, the animals quickly relied on their instincts; they all darted out of any opening to the outside they can find and hid behind the trees and shrubbery. The Once-ler burst out the door with the Lorax behind him, he rushed over to Melvin who was thrashing about in panic and calmed him down.

"What the heck is going on here?" The Lorax shouted.

The Once-ler strained his ears to try and recognize the sound, it seemed to be getting closer and it almost sounded like…..an engine?

Just then, a large mass flew over the top of a hill nearby. The three threw themselves to the side while the mass flew over them, it turned around as it screeched to a halt, leaving tire marks in the torn up grass. It was a giant RV.

The three carefully got up on their legs, the Lorax brushed the loose dirt off his fur, "What the heck is that thing?"

"No way…it can't be….." The Once-ler said slowly.

Melvin backed away, his eyes narrowed into slits and snorted threateningly at the RV.

The side door to the RV burst open, revealing a slender lady with fox fur draped around her neck. She opened her arms out with a sweet smile,

"Oh there's my little Oncie! My sweet suddenly successful baby boy!" Isabella rushed over as fast as her heels would let her and tightly wrapped her arms around him, "We finally found you!"

"Mom!" The Once-ler yelped through her tight embrace.

'_Mom?' _the Lorax stared flabbergasted.

The Once-ler stared as the rest of his family got out of the RV, "Wh-what are you guys doing here?"

"We came to find you of course!" Uncle Ubb laughed, "What a jokester! I love this kid!"

"Uh…."The Once-ler stuttered as he pulled himself loose from his mother, "I don't know what you're…Brett! Chet! No don't throw that!" He stopped his two younger brothers before they could play catch with a barbaloot that they pried out of the bushes, they quickly dropped it and it scurried back into a bush much farther away.

"Oh Oncie, you haven't heard?" Isabella asked sweetly.

"How the heck could he? Look where he's been living; such a filthy dump." His aunt Grizelda grumbled as she threw a glare to the sets of tiny fearful eyes she can see through the shrubbery.

The Lorax scowled at the woman….or man…..or whatever it was. He turned around and noticed Melvin was acting all flustered and angry since these people arrived, his brow furrowed as he listened to what the mule was muttering.

"Oncie it's been all over the news….." Isabella started.

Merely hours after the Once-ler's leave, a very powerful individual visited the town of Terraville to talk business and trade with the mayor and upon entering the town he had discovered a peculiar item that was carelessly tossed in the trash. He was astounded by the ingenious invention and was determined to find out what and how it was made, ever since then the mayor has announced a search for the man with a gray hat, a mule and a guitar.

"Wow…..I can't believe it…..they love my Thneed? They really love it?"

"Oh you better believe it!" Isabella playfully pushed his shoulder, "And shame on you Oncie! Throwin' wonderful things like that in the trash!"

The Once-ler tried to smile, yet there was a hint of pain coating it, "But…Mom, you said my idea would never work or amount to anything….that I would never amount to anything."

Isabella gave him a sharp look but it quickly disappeared. She reached up and cupped her hands around his cheeks, "That was motivation sweetie! You knew that!"

"Well…..not really…..you've always said it like…"

"Hush now Oncie! That's all in the past now, we need to start lookin' ahead to the future! I took my time to take us out here and help find you, we can't have you messin' this up now like you normally do with everythin' else."

The guardian's eyes widened.

The Once-ler rubbed the back of his head, "H…how did you guys even know where to find me?"

Isabella laughed, "Well that was easy! The town said they saw you disappear into this valley and we figured you couldn't have gone far, not with that filthy mule."

Melvin brayed angrily at her. The Once-ler pretended to ignore it, "Mom Melvin's not filthy, he's been very reliable."

"Don't sass yer Mama Oncie," She replied firmly. She grabbed his arm and attempted to drag him to the RV, "Now come on! We need to get you back to town! Everyone in town's demandin' for a Thneed and you have to announce how you're going to supply that demand."

The Once-ler laughed lightly, finally having everything that's happening soak in, "A-alright, lets head over there."

"Oi Beanpole!"

The Once-ler suddenly stopped, no longer letting his mother pull him. Isabella paused, "Oncie? Is everythin' okay?"

The Once-ler had his eyes set on the Lorax who was tapping his foot impatiently giving him that glare that he used to give him in the beginning. He quickly loosened his mother's grip on his arm and slowly backed away towards his tent, "Uh I'll be with you guys in just a moment, I uh….need to get something out of my tent."

As he marched over to his tent he looked at the Lorax and darted his eyes towards the door, quickly telling him to get inside. Once the Lorax was inside he closed the door behind him, he didn't want his family to see him talking to himself in their eyes,

"What is it mustache? We have to make this quick."

The Lorax gave him a staggered look, "You're serious about this? You're really going through with this."

"Well….yeah why wouldn't I? This is what I always wanted."

"If I remembered right, you always wanted to be a musician."

"Well yeah…." He grew frustrated as he ran a hand through his hair, "Look! That was when my Thneed was a bust but it's not! They love my Thneed!"

"Who? The same people who threw tomatoes, rocks and other things at you? The same people that wanted nothing to do with you or your stupid Thneed the moment you walked into town?"

The Once-ler glared, "First of all, it's not stupid. Second of all, I know what happened but it's different now, the business world is complicated that way."

"By complicated you mean stupid." The Lorax sighed, "Kid I know things may seem all bright and cheery now but I really don't think this is something you want to do."

The Once-ler took a firm step forward, "Look I appreciate all the advice you've given me but you're not my Dad! What I do with my life is my business! I decide what I want to do!"

The Lorax barked out a laugh, "Who are you trying to fool? Cause it sure as heck 'ain't me! You're Mom's been pulling your strings since she arrived! Do you even _hear _the way she talks to you?"

"I'm out of here." The Once-ler growled, he turned his back to the Lorax and opened the door.

"Hey! Get back here!" The Lorax shouted, "I'm not done talking to you!"

But the Once-ler ignored him, instead he stomped towards his confused family. Isabella looked at him warily, "Uh Oncie, who were you talking to in there?"

"No one. Let's go." He walked past them and entered into the RV.

Isabella glanced towards the inside of his tent before she shrugged and entered the RV along with the others. Once the engine came to life she did a U-turn and drove over the same hill that the family appeared from.

The animals, including Melvin and the Lorax all slowly gathered together and watched worriedly as the RV disappeared into the distance. Pipsqueak walked forward and reached out with his little paw, wanting his human friend to come back. When he and the rest of the animals looked at the Lorax for answers and reassurance, the Lorax looked at Melvin who lowered his head helplessly; the only one out of the group who was familiar with this situation.

The Lorax sighed and spoke softly into the distance, "A tree falls the way it leans. Beanpole please…..be careful which way you lean."

o~~~~~~~~~~~~~~~o

It had been several hours since the Once-ler was taken back to town with his family and nightfall began to arrive in the valley, when they returned the tension hadn't left.

The arrival of strangers had stressed out all the animals and the valley as a whole; the barbaloots remained in the shrubbery for cover instead of playing in the shade and eating Truffula fruits. The humming fish all floated as close to the bottom of the rivers as they could, no longer humming to the beautiful sunny day. The swamee swans all stayed in their nests, they become extremely protective and territorial with their young when strangers they don't trust hang around in their home, heck even the trees have become stiff as they normally enjoyed and whispered with the winds. The happiness and relaxed atmosphere that radiated from the valley had turned into worry and fear; it angered the Lorax.

The Once-ler was a good kid but he attracted bad seeds, _very bad _seeds into the valley. Perhaps it was best if the kid had never come here, that the Lorax should've been more forceful in kicking him out.

o~~~~~~~~~~~o

"Mom we already talked about this in the RV, I'm not going to do it."

Isabella planted her hands on her hips in a huff, the two had resided in his small home discussing future business plans with his Thneed, "Oncie, choppin' down trees will meet all those rising demands of your Thneed in record time! Why would you disagree with yer Mama?"

The Once-ler felt like he was frozen to the chair of his desk, "Because I made a promise to a friend that I wouldn't."

Isabella barked out a laugh, "A friend? Since when do you have friends? Besides you shouldn't let that get in the way, yer going to be running a business now and you have to start thinkin' about what's best for yer company and for yer Mama."

"Company? Mom we've barely started the business."

"And with that kind of attitude, it'll never become one!" As Isabella paced around the tent during their discussion she discovered a book settled on top of a pile of knick knacks.

She immediately recognized it.

She picked it up, "Oncie what is this?"

The Once-ler turned around and quickly tensed when he saw what she was holding, "Uh….it's uh…."

Isabella flipped through all the pages with her thumb, "My goodness I haven't seen this book in forever, this was the book that you would never stop readin' no matter how many times I told you not to….."

The Once-ler quickly threw a fearful glance at the wood burning stove that was currently ignited.

She held it out in front of her; holding it as if it were caked in mud, "Oncie why do you have this book?"

The Once-ler swallowed the painful lump in his throat, "I…I saw it the other day and I just thought it'd be nice to…..you know, read it again."

Isabella sighed and rolled her eyes, "Honestly Oncie, what am I….wait a minute." She peeked through the book and then peered out the small window. After exchanging glances between the two, she started to giggle, "Oh I understand what's goin' on here, you don't want to chop down the trees because this place reminds you of this ridiculous book."

"What? No! I mean…..sort of but…"

"Oncie when are you goin' to _GROW UP!_" With that, she slammed the book hard on a small table that caused the knick knacks in his tent to shake.

The Once-ler stiffened with fear, he recognized the snarl in her voice as she said that; that's when she was at her worst.

"Honestly, I thought I put an end to all of this when I burned this book!"

She eyed the stove. The Once-ler almost cried out.

She shook her head, "No, I guess it didn't work then and it won't work now." She crossed her arms and eyed him down, "I tried to raise you right Oncie; to be a workin' man but all n' all you just never were right to begin with. All that stupid guitar playin', makin' friends with a runt mule, wastin' yer brain on these stupid fairy tales and how can I forget that oak tree."

She pinched the bridge of her nose.

"Wastin' time goin' back and forth to water that thing; _our _water I might add, singing underneath it with your stupid guitar, _talkin' to it._" She glanced at him, "Oncie you understand why I made loggers chop it down right?"

The Once-ler didn't respond.

"It's because you needed to understand the bigger picture. When you saw that tree you, for whatever reason, saw some kind of friend. I on the other hand, saw it as needed lumber to support our family. You don't want anything bad happen to our family do you?"

"Of course not." He replied.

She regained her sweet smile as she walked over to him and tilted his chin up, "Oncie I'm just tryin' to help you out, you have a big opportunity here to make something of this world and clearly this friend of yours doesn't see the bigger picture. Family is whom you should always look to 'cause family is all that you'll ever have." She released his chin and promptly made her way to the door, "You best think about it, yer Mama's not a patient woman."

After she closed the door the Once-ler let out a breath he didn't realize he'd been holding. He really hated it when his Mom brought up that horrible memory; all those hours of crying after the tree was dragged away with only Melvin to comfort him and his mother nowhere to be seen. She always said that it was meant to be a life lesson for him; a milestone, but it didn't feel like he learned anything, all it did was create a sadness that he was forced to suppress while growing up.

Yeah he wanted his Thneed to succeed but was it worth breaking a promise to a friend? I mean, they were friends right?

"Ugh, where's mustache when I actually need him." he muttered.

He hadn't seen him since their little argument earlier that day and he couldn't help but feel a bit guilty. He knew mustache was only giving him advice and didn't mean to speak about his Mom like that, heck knows he wasn't the first one to do so. None of them understood though, his Mom only does what she does cause she knew what was best for him, who knew him better than his own Mom?

The Once-ler decided to get up and get some fresh air outside, maybe he'll bump into mustache along the way and hopefully any of his bossy remarks might help him out.

o~~~~~~~~~~~o

The Lorax paced back and forth in the soft grass, anxious of this whole situation. He felt it in his entire being; the valley was at risk, it didn't seem to show to anyone else but he could sense it, it shook his little bones in a bad way and it made him restless.

"I should've just listened to my gut from the beginning and just kicked the kid out."

He felt bad saying this about him, he really had grown to like him but as a guardian if he had to choose between him and his valley…..well, it was obvious. His growing friendship with Beanpole and his duties as guardian were now battling against one another and it was driving him nuts.

"Ugh, what am I going to do?"

The Lorax heard something behind him, he turned and saw it was Melvin giving him a concerned look. He rubbed the back of his fuzzy head and sighed, "Look, I think it was best if you two never showed up."

Melvin snorted in surprise.

"Well okay, maybe not you in particular but Beanpole is a different matter."

Melvin stomped towards him and brayed irritably. The Lorax took a step back, "Hey, I got nothing against the kid!….well I guess I do but….." He tugged his mustache, "Why did I let this get out of hand!"

Melvin tilted his head slightly, he was confused by the guardian's behavior.

The Lorax stared down at the river, his hands behind his back, "I'm an immortal deity; my only purpose is to protect this valley and other forms of nature. Friendships with mortals don't exactly work out for a guy like me so I was determined to keep myself from getting attached to anyone, including the animals here. Now look at me, I made friends with a human kid and now it's getting in the way of my decisions."

Melvin brayed at him again, more softly this time. The Lorax turned to him,

"Well of course it was fun having the kid around, the animals seemed to enjoy his company and the animals have a much better sense of that than anyone, including me." He sighed, "But now I'm not so sure anymore."

The Lorax shook his head and formed a firm look on his face,

"No, it just can't work out. The kid is not my friend and he never will be."

Melvin turned, he could have sworn he saw something move behind the bushes but he assumed it was just a barbaloot. He turned back and stared sadly at the Lorax,

"It's best for the valley…..and for the kid."

o~~~~~~~~~~~o

The air was definitely nice and cool tonight, it helped calm the Once-ler's nerves tremendously but he still found no sign of the Lorax. He really wished he had his guitar with him, if there was one thing that helped calm his nerves it was strumming on strings and hearing music in the air. Then he spotted two shadows beyond the patch of bushes and trees near the river, it was Melvin and the Lorax. With a smile, he began to make his way toward them but was stopped when he heard the Lorax's solemn words,

"Now look at me, I made friends with a human kid and now it's getting in the way of my decisions."

The Once-ler frowned, mustache was talking about him. What was going on? He remained still to keep himself hidden but he gently leaned forward facing his ear towards the two.

"Well of course it was fun having the kid around, the animals seemed to enjoy his company and the animals have a much better sense of that than anyone, including me. But now I'm not so sure anymore."

The Once-ler stiffened, what the heck was he trying to say?

"No, it just can't work out. The kid is not my friend and he never will be."

Those words struck through him like a knife and before he knew it, he stiffly turned around and rushed in the direction he came from. He had never felt so stupid in his life, oh sure they're had been close calls but none of them affected him like this moment. Before Melvin came into his life he had always been alone; he accepted the fact that he was completely different from his family in almost every way and half of the time they felt like strangers that humiliated him and made him do all the farm work.

When him and Melvin became friends, it was the best feeling in the world.

He felt that feeling when he came here, when the animals actually _wanted _to be around him and mustache who turned out to be the mystical Lorax, always seemed to be looking out for him in his own way. He thought me made another friend.

'_Mom was right,' _he thought darkly, _'Despite how they act, they're my family and family's all I have.'_

He saw nothing but white hot anger fill his vision, or maybe he just mistaken that for tears. He didn't care, he was too upset to care. Before he knew it he was slamming on the door to his family's RV, Aunt Grizelda opened it,

"What is it?" she asked gruffly.

"Where's Mom? I need to talk to her." He replied firmly, for once not feeling intimidated by her presence.

Grizelda stared at him for a moment before she shouted behind her, "Sis! Your son is here!"

With that, she walked back inside the RV but the Once-ler continued to wait outside. He waited until Isabella arrived at the door,

"Oncie sweetie!" Her smile faded, "Oh baby what's the matter?"

The Once-ler took a deep breath, his anger controlling his choice of words, "I've thought about it Mom and suddenly I realized…..chopping down a few trees doesn't seem like such a bad idea…."

* * *

Ted kept his eyes focused towards his hometown that was rapidly getting closer as he rode his bike down the bumpy aged road. The Once-ler's last words before he left for the evening still echoed in his mind,

'_You're just going to cut the story off like that? Why?' Ted asked._

_The Once-ler sighed, 'Because when I tell you rest of my story, there is something I have to show you; something that I now feel I can trust you with.'_

"I wonder what it is..." Ted muttered as he crossed the small bridge over the black dead river. He suddenly gasped, "Maybe it's a tree! Maybe I'll finally get one!"

He suddenly found himself putting pieces together leading back to why he started his whole journey in the first place. He screeched his bike to a halt, "Oh man! I forgot about Audrey! Her birthday party is tomorrow!" He gritted his teeth in a growl, "What horrible timing, what am I going to do?" He twisted his left handlebar, bringing his bike back into motion and before he knew it, he was riding down the artificially lit streets under the night sky.

'_Ted don't be an idiot, you know exactly what to do.' _

He slowly rode up to the side of his house and parked his bike, "Well, it's not like she officially invited me but it would've been cool to see her face if I surprised her with a tree. Heck, who's to say I'm even going to get a tree, maybe there aren't any left…"

He slowly made his way to the front door as he took off his helmet. Hey, maybe he could get Audrey to come with him and meet the Once-ler? I'm sure she would love to hear his story about the trees, that's….._almost _as good as giving her a tree right?

Ted deflated, "Who am I kidding? There's no way Audrey would go outside of town with me and Mr. Once-ler would flip if he found out I brought someone to his secret lurkim, I don't know what to do."

He opened the front door as those last words left his mouth, he froze when he saw his mother standing a few feet in front of him with her arms crossed.

"Mom?" He glanced over to the living area and noticed O'Hare sitting on the couch, _'Oh no…'_

He jumped when his mom spoke sharply to him, "So Ted, did you have an interesting day?"

"I….uh…"

Helen continued, "Cause I sure did. As you can see Mr. O'Hare paid me another visit this evening, he told me something very interesting. Do you want to take a gander of what it is?"

Ted knew that this wasn't like the first time he was confronted by his Mom, no this was much worse. He _knew _he was busted for sure, he knew without a doubt that O'Hare told her everything. All he could do was gaze down at the floor miserably.

Helen waited for her son to respond to her but his body reaction was all the confirmation she needed. Now was the time to become the bad guy,

"So all this disappearing during the day without anyone knowing where you are,"

Ted shifted, "Mom I…"

Helen interrupted, "Not coming home until after curfew, skipping dinner…."

"I didn't….."

"Oh and here's my favorite, ditching _two days _of school and getting your friend Kyle in trouble for lying!"

"I didn't mean….."

"All just so you can leave town? I assumed with the nightmares you had when you were younger you'd understand how dangerous it is out there!"

"Mom…" Ted shifted again, "Mom listen, I didn't mean for all of this to get out of hand but I swear it's for a good cause."

"A good cause?" Helen exclaimed, "Going out into the outskirts of town where that horrid Once-ler can attack you at any time is a good cause?" Her voice began to quiver as fearful thoughts entered her mind, "What if you gotten hurt? Or worse? I would never have known!"

"Mom nothing would've happened to me because the Once-ler isn't who you think he is."

Helen stared at him with disbelief, "He?"

Ted pointed at O'Hare, "O'Hare's been-"

"That's Mr. O'Hare to you." O'Hare interrupted with a smirk.

Ted glared at the shorter man with a pause before he continued, "As I said, O'Hare's been lying to all of us Mom, Mr. Once-ler's a person just like you and me, forced to live out there in that horrible wasteland because he's been labeled as a pariah."

O'Hare calmly replied, "I'll have you know that Aloysius O'Hare never fibs anything. In fact I have encountered the Once-ler during my younger days, such a terrifying experience it was; it attacked me in my own office!" He cringed dramatically, "Thank goodness I had the wonderful security I provided this town with otherwise I would have surely been a goner. When I knew for sure he was gone I had to make that drastic decision of putting up the walls, otherwise the next attack could be your mother, or someone's child…."

"You're a liar!"

"That's enough Ted!" Helen exclaimed, "Mr. O'Hare is only looking after the town's safety, just like I'm looking after yours."

"How do you know? I've actually met Mr. Once-ler in person, I know him a lot more than you do!"

Ted quickly snapped a palm over his mouth; Helen merely stared back with numbed shock. _Never _has Ted sassed her before let alone in such a tone, she almost couldn't recognize him like this.

Helen firmly replied, "That's it Ted, I'm putting an end to this. You're…." she had a difficult time getting the word out, "You're grounded. You are not to leave this house until I say otherwise."

Horror filled Ted's mind. No no he can't be grounded! Not now! He gave her a desperate pleading look, "Mom, please….don't do this."

Helen felt herself crumbling under that look but she held firm. A part of her wanted to listen more of what he had to say but with all the crazy things he's been doing; one of those things jeopardizing his very safety, she decided it wasn't worth the risk, she had to do what was best for her son. She closed her eyes and pointed upstairs,

"Go to bed Ted. _Now!_"

Ted deflated in defeat and with that, he slowly dragged his feet past his Mom and trudged up the stairs. He gave a darkened glare at O'Hare who merely gave him a victorious smile in return.

When Ted disappeared into the hallway upstairs O'Hare walked up besides Helen, "I know this is very difficult Ms. Wiggins but you made the right decision." He placed his hand in his pocket, fiddling with an unknown object contained inside it, "You know, young teenagers like him tend to be rebellious when they're in this state of mind, may I recommend some additional help to make sure he's obeys his punishment?"

For whatever reason Helen felt anger form in her mind but she remained calm as she replied, "Mr. O'Hare I do appreciate you telling me what my son's been up to, but I'm perfectly capable of disciplining my own son."

"Oh no please don't misconstrue that statement, your parenting skills are very impressive, it was just a small suggestion." He paused as he observed the pained look on Helen's face, "I can see you're still upset about all this, I'll leave you be. I'm sorry we had to meet on these circumstances Ms. Wiggins."

Helen nodded a goodbye, "Thank you again Mr. O'Hare, have a good night."

O'Hare took his time approaching the front door, waiting for Helen to take her gaze off him if only for a moment. Once he had his window of opportunity, he swiftly took the unknown object out of his pocket and discretely tossed it onto the carpet behind the sofa, with that he puffed up his chest and resumed his normal pace out the front door, closing it behind him.

He rubbed his hands together in a snicker as he made his way over the limo where his two bodyguards were he ordered to wait were waiting for him, "Time to see how well the prototype performs."

o~~~~~~~~~~~~o

As Helen turned off the lights in the living room, she retreated back into the kitchen to clean up for the night. The unknown object, which looked like a large silver marble, sensed that it was safe to engage. With that, it began to unfold itself until it looked like a spider like creature with a single camera scope popping out of the center with a glowing red lens. It paused for a moment as it watched Helen paced back and forth in the kitchen before he proceeded to find it's priority target.

It climbed over the furniture with its legs, and carefully made its way up the stairs. It scanned the darkened hallway with its camera lens and it quickly sensed noise and movement coming from underneath the closed bathroom door. When the door began to open, it swiftly retracted into a marble in the corner of the hallway, completely unseen by Ted as he exited the bathroom. The camera lens unfolded from the marble and it quickly scanned Ted, confirming that it found its target.

The prototype unfolded back to its travel form and as Ted entered his bedroom, it managed to sneak in before he closed the door behind him.

* * *

To Be Continued…

Yeah I know it seems like a rip off from transformers but this is what's playing in my head the entire time I thought out this story.


	11. The small pile of rocks

Nagasha: Eh, it seems a little cliché but hey as long as it works! At this point everything should start coming together, especially in the next chapter and it's the part I've been looking forward to writing!

AngetianPrincess18: Hehe it will, I always do happy endings in my stories! :)

* * *

The Tree with a tongue

Chapter 10: The small pile of rocks

* * *

'_What can I do then?'_

_He knew the voice belonged to him but his lips never moved. His eyes snapped open and all he could see was darkness surrounding him, the only thing that was accompanying him was a lone Truffula tree with a bright red tuft. He immediately recognized it; it was the very last Truffula tree in the valley, the one that he had saved from his own machines. They stood out in the darkness as if a spotlight was directly above them, tears began to cloud his vision as he reached out to it with his shaky hand.  
_

'_Please, tell me what I can do!'_

_He paused, his gloved fingers inches away from the bark. He looked upward, wondering where the voice was coming from; it seemed to come from all around him but why wasn't he the one saying it? It was his voice after all. Then, what seemed like an instant the Lorax appeared not too far from him and the tree. The Lorax said nothing, just gave him a very sad glance and he seemed very still, he almost wondered if the furry guardian was even real; that he was simply an image created by his guilt and despair._

_Tips of wilted red tuft slowly fell to the ground around him, he looked up in a panic and saw the tree was getting weaker; the top began to sag down and the bark of the trunk began to peel away. He cried out and wrapped his arms around the trunk, through his tears he spoke to the silent Lorax this time the words actually left his lips, "I...I'd give anything to save it. ANYTHING! Please, please help me..."_

_He looked up, desperate for any response but the Lorax was no longer there, it was just him and the tree again. Then he saw the tree began to glow white; a very soft white that seemed to cut through his sorrow and fill him with a sense of calm. Soon afterward he felt a warm feeling envelope him; he gazed down at his hands and realized that he was glowing the same faint white as the tree. He swiftly took off one of his green gloves to confirm that it was indeed him that was glowing. _

_He felt like he was unable to breathe as the glow grew brighter until his entire frame was consumed in a wall of white._

The Once-ler shot up from his bed in a cold sweat and clutched his chest in labored breaths. You'd think one such as himself would be used to the nightmares after all these years but in all honesty, in the last several years the dreams just stopped showing up, all that ever welcomed him in his sleep were dark lonely voids with a thick silence and nothing to reach out to.

And weren't those just as bad as the nightmares themselves?

He slowly dragged his body out of his old bed and let his feet carry him to his boarded up window. He knew why the dreams came back, reliving his tale to Ted brought back the inner demons and the pain.

On one side he was anxious for Ted's return, he not only yearned for the company in general but company from someone who had grown to care. On the other hand he couldn't help but feel scared; scared of the future. He reached for an item from his pocket and cupped it gently in his hands,

"What happens now?" he whispered to himself, "Do I trust him? _Should_ I trust him? Is that what my whole purpose was up to this point?"

He placed the object back into his pocket, slid off one of his green gloves and calmly observed his hand; it trembled.

"What will happen to me afterwards?"

o~~~~~~~~~~~o

The next morning wasn't very inviting for Ted, at least more so than usual. He woke up from his peaceful sleep only to remember what had transpired last night, he laid his head down on his knees that were sticking upright and wrapped his arms around them. He never felt so helpless, not only was he going to disappoint the Once-ler for not showing up but now he was going to miss Audrey's party on top of it.

He really messed things up.

He climbed out of bed and decided to put on his old pants again, seeing as how he was going to be stuck in the house all day. As he put them on he felt something crumble in his pocket, he dug his hand in and took out the crumbled up piece of paper that contained the old poem his Grammy gave him. He scowled, crumbled it up into a ball and aimed for his trash can but he missed and it bounced off the edge.

He went over to the window and threw the curtains aside, letting the full sunlight through. He gazed out at the window and observed his town; the brightly painted lit up billboards, the tall buildings, the people down below who were enjoying the brand new day with their new cars, houses and lawns. He spotted one of his fellow neighbors changing some of the bulbs on the tree in his front yard.

All these fake trees suddenly made him feel sick. He now wondered if Audrey felt the same way.

He was beginning to see the town of Thneedville; the only home he's ever known in a whole new light. It didn't feel like a home anymore, even if he wasn't grounded he was still a prisoner just like the townsfolk, but what could he do? He's discovered a conspiracy that has solidified to the point where no one bothers to question it.

The thought of that also made him feel sick.

"So now you see it?"

Ted turned around and discovered his Grammy that had entered the room sometime during his train of thought.

"What?" Ted asked.

Grammy slowly walked up beside him, "You now see the town the same way I do." She gazed out the window and sighed, "I've lived in this town my entire life and I've watched it transform in the most horrific way possible. Never will I mention my home to what's it called now, I have and always will call it the name it has been since I was a little girl; the town of Terraville."

"So this used to be Terraville….." Ted muttered. He tried to picture it the way the Once-ler described it in his story but he couldn't, it was just too different.

"Grammy, can I ask you something?"

"Of course dear,"

Ted glanced at her, "You seem to like the Once-ler yet he says he's the one responsible for the trees being gone, if he's the one that changed everything here then why do you stand up for him?"

Grammy smiled sadly, "I will admit, ever since he first showed up things had gone downhill and even though I was too young to know any better at the time your great grandparents detested the man. However, when I came face to face with him one day I saw a broken man who was desperate to fix everything."

"So you _have _met him?"

Grammy rolled her eyes, "Well of course dear, how else would I have known about him?"

"Argh! You know what I mean! Why won't you tell me?"

"Because I'm waiting,"

"Waiting for what?"

"Waiting for you to get back out there and hear the rest of his story."

Ted's deflated at that response, it reminded him of the predicament he was currently in. He frowned and walked away from the window, "Grammy I don't know if you know but I'm grounded."

Grammy stared at him, "So?"

"So? Grammy I'm in the biggest trouble in the world right now! I did stupid things and now Mom doesn't trust me anymore, O'Hare and his goons are trying to make my life miserable unless I spill the beans!" He sat down hard on his bed, "Let's face it, I'm in way over my head. I think it's best if I just gave in…."

If Ted didn't gaze down at his feet he would've seen Grammy's sharp look followed by a bash on the head with her cane.

Ted cried out and rubbed the sore spot on his head, "Geez! What the heck was that for?"

Grammy's eyes remained sharp as she crossed her arms, "I'm not sure where this quitter's attitude is coming from but you sure as heck didn't get it from my side of the family."

"Wha….?"

"You're so close to the end Ted, why would you stop now?"

"Because I feel helpless. Sure I found out some horrible secret but who's going to listen to a kid like me? Everybody in town worships O'Hare and Mom didn't believe me when I told her."

Grammy gently sat down beside him, "Ted, I know you're frustrated and things may seem all against your favor but sometimes the hardest part in doing the right thing is having to do it by yourself."

"The right thing?"

Grammy smirked, "Why do you think a full grown man in his forties is bullying around a child? It's because he's afraid, you've discovered a secret that could completely ruin him." she placed a hand on his back, "Most importantly it's a secret that can help put our town and our way of life back on the proper path. You're the one that truly has the upper hand Ted, all O'Hare's doing is trying to keep you quiet and intimidated, are you really going to let him get away with that?"

Ted took all those words in as he slowly looked up at the window. He heard Grammy continue on,

"And I know a certain someone out there that will be devastated if you didn't show up, I have no doubt that you've given that man more hope than he's felt in his entire life."

A mental image formed in Ted's head, a mental image of the Once-ler gazing desperately out his boarded window for any signs of his bike riding towards him. Though he didn't have a clear image of what the man looked like, he could somehow see him crumbling down the ground in defeat wallowing in despair. It made him feel horrible inside.

Ted stood up, "Alright, I'll do it."

Grammy clapped her hands happily, "Good for you."

"There's just one problem though, how am I going to get out there? Mom has the key to my bike and it takes awhile to get there as it is, let alone walk there."

Grammy giggled, "Oh you just leave that to me. In the meantime you should find a safe way out of your window."

As Grammy trotted out the room, the silver marble that had camped out behind Ted's desk opened up a small camera and zoomed in on her.

o~~~~~~~~~~~o

"Mom….what are you doing?"

Helen Wiggins, who had been eating breakfast had watched her mother since she walked into the kitchen and was preparing toast and jam. However that wasn't the part that got Helen concerned, it was the fact that she had that _smile_ on her face.

"Oh I'm just making some breakfast for Ted. Poor boy, he hasn't left his room yet this morning and he has such a sad look on his face."

Helen took a sip of her orange juice, "That's because he's grounded Mom."

"Oh heavens! What on earth happened? He's such a nice boy." Grammy discretely scanned the kitchen and happily discovered Ted's bike key on the counter beside the sink.

"He's been caught lying, ditching school and sneaking outside of town where he knows full well is off limits." Helen sighed, "I just don't understand where this secrecy came from?"

Grammy slowly edged toward the key, thankfully Helen was more preoccupied on tapping the plate with her fork, "Oh that's just how kids are Helen, they don't tell their parents everything. If I recall you've done similar things when you were young."

"I know and if I also recall you punished me quite a few times."

Grammy almost had the key in her hand but she stopped herself when Helen looked up at her, thankfully the toast was ready and instead redirected her reach towards that, "Well maybe it's a girl, you know how boys are around cute girls? They'll do ridiculous things."

Helen looked back down at her plate, "Why won't he just tell me then? He would still be in trouble but at least I wouldn't be so worried."

Grammy resumed her focus on the key and in one swift silent motion she snatched it in her hands, "Have you ever known a boy that tells his Mommy about a girl he likes? They're way too shy about that sort of thing." She hid the key underneath the plate of toast and took the tray in her hands, "Well there's no reason for him to be grounded on an empty stomach, certainly not healthy for a growing boy like him. I'll just take this to his room." With that she trotted out the kitchen while she hummed a cheerful tune to herself.

Helen rolled her eyes with a smile, she just couldn't understand her mother sometimes; there would be times where she seemed clueless of the world around her then other times she would offer understanding wisdom. She always seemed to be supportive of Ted, heck if it were entirely up to her she would never had let him learn to ride that bike, personally Helen thought those were too dangerous but then there was that whole 'all the boys are riding one' speech he heard over and over from Ted and even her mother at one point. She made her way to the sink with her dirty dishes and quickly noticed the empty spot where the bike key was.

Sometimes her mother was a little _TOO _supportive of Ted.

o~~~~~~~~~~~o

Ted snapped his helmet on and prepared to climb down the rope of sheets he had tied together, "You truly are awesome Grammy."

Grammy smiled, "I know."

"_MOM!_"

Ted paled when he heard that all the way downstairs, hearing his Mom's voice rise up like that felt foreign to him and not in a good way. Grammy quickly shooed him towards the window,

"Go _go!_"

With a nod he quickly climbed over the window ledge and walked backwards down the side of the house while he gripped tightly on the rope, he silently prayed that he tied it tightly enough against his bed railing and that it would hold his weight. He did all he could not to panic and look down, he knew he had to be quick but at the same time he had to be careful, once he was low enough he released his grip on the rope, bounced on one of the inflated bushes and quickly got on his bike. He turned the ignition and in no time at all he was on the road and far away from his house where his Mom can't possibly figure out where he went.

He couldn't help but feel bad knowing his Grammy is in trouble because of him but knowing her she can take care of herself.

Grammy waved to him through the window, ignoring her daughter as she stormed in the room. Her eyes widened at the sight of the open window with the tied sheets dangling out of it. She gripped her head and growled, "Mom! What were you doing? I _told _you he was grounded!"

Grammy fidgeted innocently, "Oh dear, did I mess up again? I thought it was silver wear."

Through the shouting of an enraged mother and the giggling of an amused grandmother, the silver marble behind the desk decided to take action. Little legs emerged and its camera lens zoomed in on the two women in the room before it shifted over to something else. Its main objective was to apprehend any type of information from the boy and even though it didn't get anything verbal it instead focused on the discarded ball of paper Ted attempted to throw out earlier. One of its legs morphed into a claw and latched onto the paper, it crawled behind all of the furniture and belongings that were in the room so it wouldn't be spotted and discretely made its way out the window.

o~~~~~~~~~~~o

Ted soon realized as he rode his bike through the busy part of town that there was no way he could return home unless he could explain everything to his Mom less he wants to feel her wrath.

He shuddered at the thought.

He found himself near the entrance of the supermarket and he suddenly had an idea spark in his head, he parked his bike and disappeared into the building. Shortly after he rushed out a plastic bag whipped around in his grip but before he could leave he was stopped by a voice,

"Ted?"

Ted felt himself melt at her voice. He turned around and sighed, "Hey Audrey."

Audrey smiled and walked up to him, she was carrying buckets of paint in both of her hands, "I'm so glad I found you Ted. I haven't seen you at all the past couple of days."

Ted laughed nervously, "Oh well you know, just been really busy."

Audrey smirked, "Not too busy today I hope. I know this may seem last minute but I was wondering if you'll be able to come to my party?"

"I'd love to!" he blurted but he bit his bottom lip and cursed his impulsive response. He corrected himself slowly, "I mean, I have to do this one last errand first."

"Oh." Audrey replied with a frown.

He quickly reassured her, "But I will get it done as fast as I can! Uh, when does your party start?"

Audrey's smile returned, "Three-thirty."

"Great!" Ted stiffened when his sharp eyes spotted an O'Hare Air delivery truck slowly driving by along with the traffic and pedestrians. Though it may seem completely normal to anyone else it definitely wasn't normal for Ted.

Especially when O'Hare's goons were the driver and passenger and they didn't waste any time spotting him.

He nerves suddenly felt on edge, "Uh great! I will definitely be there." He edged the rest of the way to his bike and hopped on, "Listen I have to go, I'll see you at the party!"

Before Audrey could get a reply in, his bike roared to life and was speeding down the street. She gave a startled jerk when screeching tires were heard behind her, she turned and saw a delivery truck accelerating the same direction as Ted.

That only made her more baffled.

o~~~~~~~~~o

Ted felt his heart racing as he turned the handle as hard as he could to go faster while at the same time being careful not to hit anyone or anything. He turned his head and gazed with panicked eyes at the delivery truck that was in hot pursuit, he was thankful he asked for the best bike model for his birthday, he never realized until now just how fast it could really go. He knew it was best to get off the road and with that he gripped down on the break and gracefully took a left turn onto the sidewalk through the pedestrians, some of them had to rush out of the way to avoid being run over.

He flinched and shouted over his shoulder, "Sorry!"

He felt relieved when he saw the scowled looks on the goon's faces as their method of chase was only confined to the road, he took another turn into the dark alley where he first discovered a way out of town, but when he drove up to the emergency hatch he panicked when he quickly discovered it was completely welded up and the handle was ripped out.

_Courtesy of O'Hare Air Enterprises_

Those words were printed over the hatch in black paint, Ted snarled at the word 'O'Hare' and banged his fists against it. He heard the sound of breaks to his left, he looked over and discovered the goons had parked their truck just outside the alley. When one of them stepped out to approach him Ted quickly reared his bike into gear and went back in the direction he came from, he crossed over several alleys while ignoring the mechanical dogs, cats and rats popping out from all hidden areas and gazing their piercing red cameras at him as he drove by.

o~~~~~~~~o

O'Hare chuckled as he enjoyed what he was seeing on the big screen in his office, "Squirm little worm."

o~~~~~~~~o

It was no use, each emergency hatch he came across was just like the first one. He had to admit defeat and leave the back areas of town and resume his way down the sidewalks, sure enough he heard the screeching tires behind him, O'Hare's goons haven't lost sight of him since the alley. He felt like a mouse in a maze finding nothing but dead ends and pretty soon he would be cornered.

Sometimes you have to make your own tunnels to get to the cheese.

With that he immediately scouted for the highest building in town, once he did he began to travel upward by using outdoor décor from several houses; bouncing up the stairs, hopping from one patio to the next and even sneaking through opened doors. He hopped onto one upper patio where a father was cooking on the grill, he cried out and turned his bike at the last second and barely missed him,

"Sorry about that! That smells good!"

He passed through the inside of the man's house; through a bedroom and an upper living area where the rest of the man's family were sitting.

"Lunch is ready!"

Then with the blink of an eye he was outside again. He spotted the top of the outer wall and paused for a moment, he took a deep calming breath to gain the necessary courage before he turned the accelerator and gained speed. He held his breath and closed his eyes as he felt the tire of his bike leave the solid foundation, he only opened his eyes when he felt his body jerk violently as he landed hard on the wall. He quickly underestimated how thin it really was and had to slam on his break in a sudden halt, he was leaning dangerously at the edge and could see nothing but smog and darkness below.

"Oh boy….."

He felt his bike began to inch forward,

"Oh no, nonononono!"

Before he knew it the air was whipping his face and hair, barely being able to scream as he felt himself going straight down the outer part of the wall. He leaned his body back as much as he could to prevent from falling forward and his legs were stretched out. When he reached the bottom he hit a small hill that made him lose all balance, he felt his bottom leave the seat and skidded and rolled across the dirt, the sound of metal crashing into the Earth was heard not too far from him. The chaos finally stopped, the dirt that was picked up created a thick dusty fog, he let out a dry cough as he slowly pushed himself back up to his feet, when he dusted the dirt off his clothes the best he could he hissed in pain when his hand brushed over a tear in his shirt that exposed a nasty scrape.

When his breathing normalized he slowly looked back at the glowing town of Thneedville and the high steep wall he had just scaled down on. He wasn't sure if was from shock or the adrenaline rush but he soon found himself laughing followed with a loud cheer.

"Beat that O'Hare! You've been outsmarted by a kid!" He threw a fist up in the air in another cheer but quickly retracted when a sting of pain jolted from the scrape, he decided it was best not to stall and with that he went to retrieve his bike.

o~~~~~~~~~~o

Luke hated the new technician that O'Hare had hired; Cyrus. He missed Charles, as clueless and goofy he was at times he was also a good friend and definitely not cold and pretentious like this new guy was. His boss O'Hare was always concerned about catching the Once-ler but it was more along the lines of a side thing as he kept his main focus on promoting his business and success. Now ever since he discovered a kid named Ted had possessed the piece of information he'd been hunting for years, O'Hare has become obsessed and Luke was putting that mildly. O'Hare grew more paranoid and was a lot harsher on him and Charles, to the point where he mercilessly fired his friend. He kept in touch with him but because O'Hare gave him such poor credibility, finding a job would prove impossible. He felt so helpless, he wanted to quit but where else would he go? There was nothing else but Thneedville, nothing else but O'Hare.

There was just…..nothing.

He was currently in the lab where he always built his little devices though lately it seemed Cyrus had taken over everything. Luke gazed at these new robot models that had replaced his and Charles' old ones; they were either scraped up to build these or they were simply thrown out. These new models were somewhat….terrifying, they had long spider legs that can climb on almost any material, their camera lens that functioned as their sight were a piercing red even when they weren't lit up but those weren't the features that terrified Luke, what made them terrifying was their intelligence. Cyrus had installed special programs into all of them; it would help them be able to identify problems and figure out solutions as well as learn from them.

Feeling uncomfortable, Luke left the room and made his way back to O'Hare's office to try and make him reconsider using those machines, if movies had taught him anything it's that machines with evolving AI's never end well. But as usual Cyrus was standing beside O'Hare like the lapdog that he was.

"That kid's pretty bold," Luke heard Cyrus say.

"At this point I'm less than surprised," O'Hare grumbled.

"If we act now and send the scouts out they can catch up to him."

The two men heard Luke yelp from behind them and they turned their heads, Luke stumbled slightly as something travel in between his legs, across the office carpeting and onto O'Hare's desk. Cyrus took the ball of paper from his prototype's claw and smoothed it out as best he could. Soon all three heads peered down at the piece of paper,

"What do you think it is sir?" Luke asked.

"Looks like a stupid poorly written poem." Cyrus grimaced.

What the two engineers didn't expect from their employer was a snicker of laughter. O'Hare snatched the paper in his hands, "I knew the kid would get careless eventually!"

"What are you talking about sir?" Luke asked.

O'Hare glared, "Don't be stupid Luke, have you forgotten all the times you sent your inferior machines out there?" He shoved the paper in Luke's face, "Look carefully at the names, do those look familiar?"

Luke ignored the rude gesture from O'Hare for it has always been his natural state to every one of his employees. He gently took the paper in his hands and looked at the words carefully, his eyes widened in realization; he had always observed the wastelands through the visual cameras of his scouting vehicles and before they would all meet their demise, he recalled coming across street signs that were purposely there to throw them off and they had the very names that this paper contained.

"They're directions," Luke confirmed to himself.

"Bingo." O'Hare replied. He snatched the paper from Luke and gave it to Cyrus, "I believe you are right Cyrus I think it's the best time to send the newly upgraded scouts out but let's make sure they know the directions as well, can you scan this into their memory?"

Cyrus smirked, "I'll have it done and ready within the hour."

O'Hare couldn't contain his widened smile, his white square teeth showing. He glanced down at the chess table where pieces were scattered about, he picked up a black pawn and admired it,

"You make a pretty good pawn Teddy."

He chuckled as he took the pawn and knocked over the white king, it rolled off the edge of the desk and fell onto the carpet.

o~~~~~~~~~~~~o

The stinging on his arm ceased down to a dull pain by the time Ted arrived at the Lurkum. When he parked his bike he heard the sounds of guitar playing in the smog followed by the crows that sang err…squawked with it, it gave Ted a weird sense of déjà vu. He took off his helm and with the plastic bag in hand he walked through the smog and spotted the Once-ler playing on the very same rock he had seen him the first time around, playing with his out of tune guitar with the crows huddled around him.

Ted let out an awkward laugh, "It's funny, last time I saw you on that rock we both screamed like little girls and ran away from each other."

The Once-ler didn't reply.

Ted wasn't sure what was going on, the last couple of times he came here the Once-ler always seemed more eager to talk to him but now it seemed like he's closed himself off from him.

"I uh, got you something that you might like." He swiftly took out a plastic wrapped object, "They're marshmallows, you mentioned that you used to eat them all the time so I figured you might like them."

The Once-ler paused and gazed at the bag for a moment before he went back to playing.

Ted grew irritated with the man, he prepared to approach him but the crows squawked threateningly at him, "Oh shut up," he kicked at them, they fluttered back a little and kept their distance after that. He continued over to the Once-ler until he was facing him, "Hey!" he waved a hand in front of his face, "_Hello!_"

The Once-ler stopped playing and finally acknowledged him, "Hello Ted."

"I've been talking to you for almost five minutes now."

The Once-ler lowered his head, "I'm sorry, I've been…..thinking,"

"Yeah…I can see that." Ted pointed at his guitar, "I got you new strings, why aren't you using them?"

The Once-ler paused, he caressed the neck of his guitar gently with his ungloved hand, it was unusually pale but Ted assumed it was just a side effect for his living conditions, "Because telling you my tale made me remind myself that I don't deserve to have them," he gazed at the bag in Ted's hands, "Or those marshmallows."

With that, he adjusted the strap on his guitar until it was settled on his back, put his green gloves back on and got to his feet, "Follow me."

Ted stared as he began to walk out into the wastelands, he stumbled slightly as he followed, "You're not going back to your Lurkum?"

"No, what I'm about to tell you requires something you need to see first."

The two continued their way in silence, Ted gazed down at the dead tree stumps that seemed to cover the land and the cracked dry dirt. The crows seemed to follow them, circling above him and the Once-ler as they walked then they suddenly flew over and landed on a small patch of land not too far ahead of them. As they arrived Ted discovered a small pile of rocks and though they looked like they were smooth and neatly laid out, years of moss and dirt had caked up on them. Several feet besides the rocks there was a rather large hole in the ground as if something was uprooted, perhaps a tree? Even though Ted acknowledged all of these features, there was one thing that his eyes were currently glued on, it was a word that was sketched onto one of the rocks.

_Unless._

"Unless?" Ted asked.

"Yes….Unless." The Once-ler replied.

"What does it mean?"

The Once-ler sighed, he quivered as if he was about to cry, "Just a faraway word…a faraway thought."

* * *

"Mr. Once-ler! Mr. Once-ler! Over here!"

Being in the famous spotlight was definitely an easy thing for the Once-ler to get used to. He stood in the center of the main lobby of his Thneed company, his pearl white teeth glowing in his smile as several flashes of camera light filled his vision, even with the dark sunglasses on they were still blinding him. He didn't care, he felt like he was on top of the world, he felt that way for months; the demand for Thneeds has only increased since then, the money rapidly multiplied and his face was on every entrepreneur magazine and almost every billboard that hovered over the rapidly evolving town of Terraville.

Yup, life was definitely good.

The Once-ler felt his mother's presence nearby as he waved to the cameras, she was almost always nearby at his photo shoots and interviews, sometimes she would answer certain questions for him before he would have a chance to.

As he continued to wave he spotted something that made him lose his signature smile. He felt everything around him slow down to snail's pace as he spotted the orange furred guardian of the forest staring at him from the back of the lobby with every inch of sadness he could offer as well as the sadness of others in his eyes.

Sadness of who though?

When he blinked twice the Lorax vanished from his spot, he spent a moment wondering where he went but he quickly found himself being pulled back into sea of camera flashes and questions from the press.

o~~~~~~~~~~~o

How did it all go so wrong? So fast?

In a matter of months the Lorax watched the destruction that the kid had wrought in his valley and had transformed it into a desolate wasteland, the sunset combined with the smogulous smog gave it a darkened red color like the sky was on fire, it seemed appropriate for this situation.

He tried to approach the kid, not just to lash out at him in anger for hurting everyone that he cared about but just to know the _reason! _Why did he do it? The kid promised him...to his face that he wouldn't chop down anymore trees. Whenever he would catch a moment when the kid wasn't being bothered by yapping idiots or his 'fans' as he calls them, the kid would act as if he could no longer see him, as if he had lost his gift of being able to see the guardian of the forest.

The Lorax knew better though.

He observed him, he noticed the kid's expression would change every time those blues eyes would spot his short figure in the crowds.

During the dreadful months the Lorax got to know the kid a whole lot more, courtesy of Melvin. The childhood years of being humiliated, verbally sometimes physically abused, the amount of work labor being forced on him and even being forced to be ashamed of who he was. And yet somehow the kid kept his optimism and his kind caring attitude towards others, especially Melvin who would not be around if it weren't for him.

Still that didn't excuse what had transpired, he wanted answers and _now._

o~~~~~~~~~~o

"Alright now Oncie you only have about an hour before yer next photo op! I want you all nice and right as rain by then!"

The Once-ler sighed as him and his mother entered his large lavished office, "Another one? Mom I'm exhausted, can't we just hold it off until tomorrow? I'm pretty sure they'll be willing to wait if I tell them to."

Isabella gave him a playful push, "Nonsense Oncie! You have a full schedule tomorrow you can't be fallin' behind. Wastin' time means wastin' money and we simply can't have that!"

"But…."

"No buts, I expect you all ready in thirty minutes. Don't be disappointin' yer Mama."

The Once-ler opened his mouth in an attempted protest but his mother firmly shut the office doors behind her, leaving him all alone in his office. He sighed and dragged his feet over to his leather office chair and sat down. He lazily fiddled with one of the pieces of the 'new and improved' Terraville model that was on his desk as he rested his elbow on the desk, resting his cheek on his hand.

"So how are things?"

The Once-ler jerked at the voice and though he could see the Lorax at the corner of his eye he continued to play with his town model as if he never spoke.

"I know you can hear me kid, you're not foolin' anyone."

He gripped tightly onto the top of a plastic building until it shattered, the plastic was a lot cheaper than he thought, "What do you want?"

"You're seriously asking me that?" The Lorax stomped over to him, "Just what the heck is going on here? Why are you chopping down my trees?"

The Once-ler glared, a small smirk tugged at the corner of his mouth, "Oh are you not happy with what I'm doing? Did I upset you?"

The Lorax stared in shock, where was this attitude coming from? "You're darn right I'm upset! Why are you doing this kid? What happened to that promise you made me?"

The Once-ler got up to his feet, "I only make promises to friends, last time I checked you and I are anything but that."

"What are you talking about?"

"I'm not your friend and I never will be, do you remember that?" The Once-ler snarled out those words as he now stood over the Lorax in a threatening way.

Realization hit the Lorax like a rock to the head. He recalled talking to Melvin at that time, he also recalled that being around the time where things went downhill, did the kid overhear him?

"Wait, you mean…" the lorax replied slowly, "That you did all of this cause you were upset with me?"

"Upset? With you?" The Once-ler barked out a laugh, "Hardly! If anything I should be thanking you, you reminded me what I was here for in the first place and now I finally accomplished that!"

The Lorax could only stare in disbelief, the kid clearly went off the deep end…..and he was partially to blame for it.

"Look kid, I won't deny what I said and if you want to take it out on me that's fine but why are you taking it out on the entire valley? And the animals that became your friends?"

"What are you talking about?"

The Lorax growled, "There's that self-centered attitude again but I guess I shouldn't be that surprised."

The Once-ler rolled his eyes, "Oh please, who cares if some trees are chopped down? This valley is huge, it's no skin off their nose."

The Lorax felt his rage peak, it seems the kid was worse off than he was when they first met but there was something else that seemed off about this whole thing. Ever since the 'biggering' of his Thneed business, he had hardly seen Beanpole anywhere besides the inside of his factory or office, in fact when was the last time Beanpole had ever been outside? Taking another quick glance at his office he realized his windows had the same kind of blinds that all the other windows in his factory had; a nice warm light blue with Truffula trees painted on them.

"Let me tell ask you something?" The Lorax asked, "How do you think all of your Thneeds are being made?"

The Once-ler's posture loosened slightly, that was a question he wasn't expecting, "We're harvesting them."

"Yeah, how are you harvesting them?"

"We're using an invention I designed, it plucks the tufts off the tree without using a ladder. I gave the blueprints to my mother and she ensured that they would be made."

The Lorax never had his feelings shift from anger to pity so quickly, he couldn't believe it; this kid was completely out of touch with his own company and what it was really doing.

"When was the last time you step foot outside? You used to go out and play your guitar every morning, are you even playing it anymore?"

The Once-ler crossed his arms and looked away, "I don't have time to play that stupid thing anymore."

"Well that's another promise you broke." The Lorax replied sadly, "When was the last time you've seen Pipsqueak? Or Melvin? He told me you always had time to take care of him every morning when you were a kid."

The thought of Melvin made him feel uneasy inside, "Melvin told you that?"

"He told me a lot of things….."

The Once-ler glared, "Oh so now you know everything about me? Well for your information mustache, Melvin is being given the best care he's ever gotten, better care than I've been giving him."

The Lorax crossed his arms, "You really know that for sure? Or is this something your _Mommy _told you."

"What is that supposed to mean?"

"Your Mom seems to be calling a lot of the shots around here. She's always the one that gets the paperwork before you do, she seems to be the one that schedules all of your fancy parties, photo shoots and interviews, heck I bet it was her idea to put up all these fancy blinds on every window." He gestured his small hands to him in a somewhat pleading way, "Can't you see it kid? This whole company was your idea and yet you have no control over it! You're nothing more than a dressed up pet put up for display, then when your Mom's done with you she tosses you back into this cage you call an office!"

The Once-ler bristled in rage, taking a few steps forward to intimidate the guardian but he stood his ground, "Shut up! You don't know anything about me or my Mom! _I'm _in charge of this company! _I'm _the face on every magazine and flyer! _I'M THE ONE THAT CALLS THE SHOTS!_"

The Lorax could only lower and shake his head. He walked over to one of the windows and pointed at it, "If you really believe that, if you truly think that there is nothing wrong with the valley then you'll have no problems opening up one of these blinds and proving it to my face."

"Alright fine!" The Once-ler stomped over to the window the Lorax had pointed at, he lifted his hand to grab the blinds but he suddenly hesitated. He wasn't sure why, maybe it was because uncertainty was lingering in his mind, after all he hadn't been outside in months so even he didn't know for sure what was happening out there. _'No,' _he thought, _'I would've known about it if something bad like that was happening.' _Regaining his nerve, he reached for the bottom of the blinds….

"Oncie!"

The two jumped at the sound of Isabella's voice, the Once-ler turned his head and saw his mother at the doorway with her hands firmly on her hips, "What in the world are you doin'?"

"I uh….." he gave a quick glance to the Lorax who urged him to open the blind, "I just wanted to get some fresh air, get a little sunlight in…."

Isabella gave him a sharp look before she took a calming breath and walked up to him, "Oh Oncie we have state of the art air conditioning to take care of that problem and sunlight is just terrible on the skin."

"But I…."

Isabella grabbed him roughly by the arm and pulled him away, "Now don't you be touchin' those, yer photo shoot is startin'! Come on now!"

The Once-ler gave the Lorax another quick glance before he was pushed out of the office by his mother, the doors slammed in an echo behind them. The Lorax stared at the closed doors for a moment before he dragged his feet to the double doors that were also covered up. He pushed the door open and gazed out at the horror before him; the air was so bad he had a hard time breathing, the rivers were thickened and black and all that remained of the beautiful trees he spoke for were stumps. Understanding the situation he knew the kid wouldn't have wanted this to happen, he needed to see this for himself.

Reaching the bottom of the steps he was welcomed by all the animals that loomed around the outside of the factory, as if hoping that the Once-ler could see them and how miserable they were. The Swamie swans were so sickly that they lost a great deal of their beautiful feathers, the Humming fish were so caked in the schlop that the factory generated that they couldn't hum anymore, the dry land was safer for them than the waters, and the poor barbaloots were so famished that they had almost no energy to walk; they clutched onto their stomachs to dull the hunger pains.

"Listen everyone." He said, his voice low and dull, "I know I failed you all, I failed the trees and in a way I failed the kid also. I have to help snap Beanpole out of the smoke and mirrors he's surrounded in and I'll understand if none of you want to help, I know the kid's hurt you all a lot."

The animals hesitated, unsure of what they think they should do. The Lorax took that as a hint and began to walk back inside the factory but then he felt something tug at his fur, he turned around and saw Pipsqueak looking up at him, his eyes were glazed from hunger and fatigue but none the less he saw what he was trying to say in them; he wanted to help. With that the animals all began to approach closer to the Lorax with the same message glinting in their eyes. The Lorax gave a small smile,

"Thank you." He gave a glance up at the factory before he spoke again, "I think I might have an idea and I'm definitely gonna need all of your help to do it."

To Be Continued…..

* * *

Normally this wasn't supposed end here but the chapter would've gotten way too long if I kept going, the rest of what will happen will obviously be in the next chapter. :)


	12. The very last one

Unfortunately I didn't have enough time to give everyone an individual response but I will say I'm glad you're all enjoying the story as much as I am and thank you all for your feedback!

I realized I haven't thanked my beta reader since several chapters ago and I feel bad, so let me say thank you Cooltoons4readers for making sure my chapters were bearable to read, lol.

And now here it is! The chapter everyone's been waiting for!

* * *

The Tree with a tongue

Chapter 11: The very last one.

* * *

After the photo shot ended and was able to pull away from his mother and the crowds, the tall man dressed in green strutted down the halls with his ego as high as the ceiling above him, the only thing he seemed to be missing was a cane to twirl (he made a mental note to himself to buy one later). He tried to remember the events that transpired hours ago but he got so caught up in the publicity and the positive feedback from his consumers that it all washed away.

When he rounded the corner he stopped mid-step when he noticed something on the floor; it was a trail of fluffy white marshmallows. His stomach started to growl at the sight of his favorite sweets, he rubbed his hands together before he reached down to pick the first one up.

"Wait a minute," he paused, "I feel like I should know this."

It felt like it was right at the edge of his mind but with the exhaustion of his busy schedule he didn't want to gather up the strength to remember, he shrugged the nagging thought away and proceeded down the sweet sugary trail. It went from popping each one in his mouth before it evolved to gathering them up for later consumption, before he knew it he was at the doorway to his office where the double doors were wide open.

'_Weird, I thought I made it clear to have these doors closed at all times.'_

He slowly entered and the first thing that caught his eye was a small mass on his desk; it was letting out labored breaths and a wheezing noise.

"Pipsqueak?"

The Once-ler let all the marshmallows drop onto the carpet as he rushed up to the little cub; his eyes had a sickly and exhausting glaze over them, completely not the same curious happy eyes that he grew to like. His fur was thinner, matted with a mysterious black gunk caked on it and he felt lighter too.

"My gosh, what in the world happened to you Pipsqueak? You look terrible!" The Once-ler exclaimed in a panic.

"He's not the only one."

The unknown response was followed by the sound of his office doors slamming shut. The Once-ler sharply turned his head to see a larger barbaloot in front of one closed door and the Lorax in front of the other.

"What the…?"

"Consider this an ultimatum kid." The Lorax said in a low gruffy voice.

The Once-ler suddenly heard movement shuffling all around his office, he slowly turned in a full circle as many _many _animals emerged from their hiding spots. The swamee swans no longer had their vibrant orange color but instead had a rust color to their feathers….or at least whatever feathers they had left.. The humming fish dragged their tail fins, their scales and gills were completely dried up, caked with the same mysterious black gunk that Pipsqueak's fur was matted in and they smelled _terrible_. The barbaloots approached him slowly with a dead weakened look in their eyes; they almost looked like zombies, some of them clutched onto their tummies as they were knotted up with hunger pains and crummies.

The Once-ler wanted to make a run for it but he was fully surrounded, soon all of them encircled him while he stood in the center of his office.

"Wh-what is this? Is this some kind of joke?" He cried out desperately, oh how he prayed this was a joke, a really bad joke.

"Do they really look like they're joking kid?" The Lorax replied grimly, "Take a good look at them, you may not have realized it but this is what you're precious 'biggering' factory has done. For months they had to do everything they could to survive; the barbaloots had to constantly ration their fruits cause of all the tree chopping you've been doing, the swamee swans haven't sung a note in so long heck they can't even fly anymore with all the smog your factory has spewed out in the air, their lungs are so filled with it they can't even talk without wheezing and these poor humming fish, they haven't been in water for several weeks, you've dumped so much trash and chemicals into their rivers that they can't even swim in it anymore and the horrible smell from it will stick on them for a long time."

The Once-ler was overwhelmed; those eyes…..they were filled with so much pain, so much despair, so much…betrayal. His blue eyes turned glassy as tears began to fill up,

"I-I didn't…it was just a few trees...I would've known if…" he stuttered helplessly.

"I'm gonna ask you again kid, just how much control do you think you have over your company?"

His mind suddenly gone fuzzy and numb, he could barely feel his own feet carry him over to the balcony doors, the animals moving out of his way. At first he was prepared to gently tug the large blinds and let them roll up on their own but when he gazed at the other blinds in his office the sudden realization of their purpose angered him, he gripped tightly onto the organza and ripped the whole thing down with force.

After he ripped down the other one, for the first time in months he was finally able to see what his goal….his ambition in life has wrought. It was just too much, his whole body was beginning to go numb from shock. The green grass was gone and whatever was left had died off long ago, his favorite blue skies had disappeared and were replaced with a frightening black and red, the black he realized was smoke that he traced back to the towering stacks that were installed in his factory. And the trees, oh _god the trees! _Where did they go? There was nothing left! It was dead, the whole valley was _dead_!

He lost the strength of his knees as they buckled, the only thing that kept him up was the firm knuckle whitening grip he had on the railing. He hunched over, the tears traveled to the edge of his nose and shuttered sobs finally escaped his lips.

His mother…..his mother did this! He closed his eyes and shook his head, no this was all his fault, he let this happen. Memories flashed in his mind, he could see his mother as she tossed his Lorax book into the fireplace, then it flashed again to this valley being burned by those exact horrible flames.

He destroyed this valley just like his mother destroyed his book, he was no different than she was.

He didn't acknowledge the Lorax as he now stood beside him, no doubt observing his reaction. He didn't want to see him, he knew now what the guardian was trying to tell him and he completely ignored it. He was so intoxicated by the fame and respect that he craved his entire life, especially from his mother; to have her look at him with eyes that weren't filled with cruelty or disappointment, it made him feel like he was on top of the world and he didn't want it to go away.

But at what cost?

His mother ensured him that she would help him handle the difficult parts of the business and that he should just focus on enjoying the success he so 'rightly deserved.' But now he realized that their methods of gaining that success were completely different.

He didn't want this. He didn't want this _at all! _The poor animals, and Melvin…_Melvin!_

"Melvin…?" he whimpered, "Melvin!"

He finally looked at the Lorax for an answer, he would know where his best friend was. The Lorax merely looked around him, he followed his gaze as he turned around and discovered a poorly built shack not too far from his factory. He stumbled down the stairs in a rush, he hung onto the railing to keep himself from falling and when he rounded the corner his hat flew off his head and landed on the ground forgotten. He tried to pull the door opened but he discovered there was a padlock on it, he felt his stomach drop. Thankfully the boards that made up the door seemed loose and poorly built so he used his strength to yank the nails out and let the wooden boards fall to the ground.

"M-Melvin?"

There was no lighting in the shack whatsoever, just whatever light it could get through the cracks of the boards. There in the corner laid his friend, definitely thinner than he used to be, he remembered all those times where he pestered Melvin to lay off those vegetables and lose some weight but now as he laid there so thin and malnourished, he desperately wanted to take it back. The smell was terrible, no one bothered to clean the inside of it or at least they didn't do it enough. When Melvin turned to face him, the Once-ler saw a thick muzzle over his snout, it was hooked to a chain that lead to a stake that was pounded into the ground.

"Melvin!"

The Lorax and the animals had already gathered outside the shack, they watched the Once-ler as he rushed up to the mule desperate to comfort him. However what he didn't expect was a sharp pain in his gut as he was kicked by one of Melvin's hind legs, his back collided roughly against the wall. The animals and the Lorax flinched at the sudden attack and the sound the wood crackling at the spot of impact, the Once-ler hunched over and clutched onto his stomach where he got kicked. The physical pain was nowhere near as bad as the horrible guilt he felt, he knew full well he deserved that.

"Melvin…"

Once the pain dulled he began to crawl over to him in another attempt to approach his friend, he didn't care if his dress pants and gloves started to get caked and stained by the foul filth on the floor, he paused when Melvin prepared for another attack, the pained angered look in his eyes was just heartbreaking.

"Melvin please….." he reached up to him, his hand trembling, "I'm sorry…..I'm so sorry….."

Melvin observed his former human companion and eased his prepared attack, the weakness from lack of nourishment kicked in and with that he collapsed onto the ground. The Once-ler scrambled to his feet, rushed over to Melvin and placed a gentle hand on his head. He looked down at the muzzle and quickly unfastened the tightened buckle, he took it off and in a fit of anger he threw it hard against the wall of the shack. He wrapped his arms around Melvin's neck and cried into his mane,

"Please forgive me!"

Melvin wasn't sure what to feel, he wanted to push him away and want nothing more to do with him but as he heard the guilt ridden despair in his friend's cries, it made him realize just how much he missed him, he brayed weakly and gently laid his snout on the Once-ler's shoulder.

All of the residents of the forest watched and listened as the Once-ler cried his heart out, finally releasing the anguish and guilt that was building up since the confrontation in the office. The Once-ler slowly got to his feet and helped Melvin out of the horrible shack that had become his home for who knows how long. He gasped in panic as Melvin collapsed down on the ground again, he got down on his knees again to comfort his friend as best he could. He then looked up at all the animals and the Lorax,

"I'm sorry….." he whimpered, "I never wanted this to happen."

"I know you didn't kid," the Lorax replied simply.

The Once-ler gazed around at the valley again, he still couldn't believe that there was nothing left his employees had depleted everything, how could this have happened so fast? He scanned his eyes for any signs of plant life, there had to be something left….._anything!_

His eyes widened when sure enough he spotted something, it was a tree. A single red tufted tree stood all alone in the desolate valley, it would've seemed like all the other trees but he quickly spotted a feature on it that made his heart swell, there was a scar mark on the bark.

It was the tree that had been struck by lightning all those months ago, the tree that the Lorax healed with his magic, the tree that made him believe.

"One left….." he whispered as he got to his feet, "There's one tree left."

He then saw movement emerge from over a nearby hill and his eyes widened; it was a machine of some kind but it was something he had never seen before, this machine had a branch of axes attached to it and all of them spun like a corkscrew; its consistency made it look like it was constantly hungry for trees. Panic rose to his chest when the machine slowly approached the tree.

"Not for long….." the Lorax muttered.

* * *

"Please come right in, the party is about to start."

Audrey's mother welcomed all of her daughter's friends through the front door of their house. The whole inside was covered in decorations and balloons with a table topped with presents. Audrey's mother made her way through the crowd of chattering people as they waited for the birthday girl, after her father came down the stairs and told her that she wasn't in her room she immediately knew the one other spot she would be.

She gently opened the back door and sure enough she spotted her daughter rested on the plastic lawn as she gazed up at the back of their house that she grudgingly let her daughter paint all over.

"Audrey sweetheart, all of your friends are here."

Audrey sat up quickly with a smile, "Is Ted here?"

"Who?" her mother asked,

"Ted Wiggins."

"Oh, the neighbor's boy. No I didn't see him come to the front door at all."

"Oh." Audrey deflated and resumed her position.

"Sweetheart you can't let your friends wait."

Audrey frowned, "I'm not starting until Ted gets here."

Her mother sighed and walked up beside her, "Sweetheart you hardly know the boy, why are you so anxious if he comes or not?"

"Because…." Audrey paused, "He was the only one that told me my paintings weren't weird."

Her mother sighed again, she could never understand where she got it from, she only allowed her to paint their house because it made her so happy but personally she didn't understand these fuzzy 'Truffula trees' as she called them.

"Audrey please, you need to come inside…."

"It's my birthday and if I want to wait until Ted comes I will." Audrey quickly retorted.

Her mother was prepared to resort to arguing but she was stopped when her father quickly called her inside. She walked back in through the front door and the loud chatty crowd of kids she last saw them as were now silent, tense and nervous. Audrey's father led her mother to the front door where she saw a group of men at their doorstep.

"M….Mr. O'Hare?" She quickly smoothed out her hair and dress, "What an unexpected honor!"

"A pleasure ma'am." O'Hare sneered, the look on his face unnerved her, "Unfortunately I'm here on official business."

"Is everything okay?" Audrey's father asked,

"Actually no I've been told of something here that has troubled me, I'm afraid we have to perform a-" O'Hare cleared his throat, "Thorough search of your house."

* * *

No. _No! _He couldn't let this happen!

Everything happened so fast, he could barely recall turning heel and running back into his factory. He threw the doors open and made a dash down the long hallway, when he arrived in the main lobby he spotted his mother talking to more reporters that stayed after the photo shoot, they spotted him and quickly made their way towards him with their cameras and microphones in hand,

"Mr. Once-ler! Mr. Once-ler!"

Normally he welcomed the camera flashes but not all he did was wince and cover his eyes with his arm. He growled, he didn't have time for this!

"Get out of my way!"

The crowd cried out as he shoved them out of the way, the ones who didn't fall to the floor took pictures of his retreating figure. His mother gasped at his son's rude unusual behavior,

"Oncie!"

He paid no attention to his manipulative mother, he continued forward. He had to find where the machines were and stop it! He approached a secretary that was reading a book while chewing on a pen, she jumped when the Once-ler slammed his hands down on her desk to get her attention,

"Where are those choppers docked at? Tell me!"

The secretary cringed back nervously, "M…..Mr. Once-ler! You uh….you knew about the machines?"

"_TELL ME!"_

Now officially scared she pointed a shaking finger down the hall, "It's just down the hall and to the left," the next thing she saw was the tail end of his coat as he ran off.

He entered the room, it was a garage of some kind; it had a wide opening where he could see most of the valley and many more of those horrible machines were docked and ready for use whenever. He spotted someone stationed at the controls reading a magazine with his feet kicked up. He rushed over to him and shouted so loud it nearly scared the man off his chair,

"Get out of my way! I'm shutting this down!"

Before the man could say anything, the Once-ler shoved him out of the way making him fall of his chair. He saw a little monitor screen where it showed the machine now getting dangerously close to the screen and another of the man controlling said machine. He spotted a small microphone right above it and prayed it was active, he grabbed it roughly and shouted into it,

"STOP!"

The man on the monitor screen jumped at the loud voice. The Once-ler cried out again desperately,

"STOP EVERYTHING! NOW!"

The man didn't think, he reacted on pure instinct as he reached up for the large red emergency stop button and slammed his fist down on it, the machine screeched and hollered as it began to slow down.

The Lorax and the animals stared fearfully. The Once-ler bit his lip and clenched his fists tightly.

The machine finally stopped, the blade of the axe inchesfrom the trunk.

The Once-ler collapsed onto the controls with a huge wave of relief; he saved it, he managed to spare the last tree in the valley. He didn't even bother to look up when his mother stormed into the garage,

"Oncie! Just what do you think you're doin'?"

Now that he knew the tree was safe he can finally address his mother. He looked up at her with a darkened look on his face, "How dare you….."

Isabella took a step back, taken aback by her son's voice, "What on earth do you mean?"

"THIS!" He gestured out towards the dead valley, "How can you keep this from me!"

Isabella regained her posture and stuck her nose up as she replied, "Everything I did, I did for you Oncie. Besides you said so yourself that you wanted to chop trees down."

"Not _all _of them!" He took a step towards her, "You know full well that I didn't want this!"

"And that's exactly why I kept it from you. When your brothers chopped down the first few trees we made so many Thneeds so quickly by doin' that, so for the sake of our company's success I ordered them to keep doin' it and eventually help hire others to do so as well. And you seemed so happy Oncie, all that money and all that fame, didn't you like it?" There was that sickening sweet smile of hers again.

The Once-ler was so angry he didn't reply, mainly because he knew she was right. He did enjoy the fame and fortune but what made him sick inside was that he didn't once question where it came from. He sagged in defeat, even though she directly did all of this it was still his fault; it was his company and his responsibility and he didn't take control like he should have.

Well that was going to change, for the first time in months it was his turn to call the shots.

"I'm shutting this factory down."

Isabella gasped, "Oncie! You can't do that!"

"I can and I will."

Isabella began to panic, her son wasn't listening to her anymore, "Think about the employees Oncie! Hundreds of workers will be out of work, are you really going to do that to them?"

The Once-ler gestured to the valley again, "For how much longer? There's _nothing _left out there! There's nothing left to make Thneeds with!"

Isabella crossed her arms, "Well I'm sure there are other forests we can find and besides, there's that one, that's three Thneeds we can make with that!"

The Once-ler felt his mind snap. He shouted in rage, "I'M SHUTTING THIS DOWN AND THAT'S FINAL! NOW GET OUT!"

o~~~~~~~~~o

He heard the engines of several vehicles as they drove away from his shut down factory, he heard the cascade of angry shouts and booing as they drove past him. He paid no mind to any of them, all he could stare at was the lone tree as he stood before it. He heard small footfalls hitting the dirt and dried grickle grass; he could feel Melvin, the Lorax and all of the other animals circling around him with their saddened faces, his eyes remained on the tree though, the trail of tears on his cheeks had long dried up. One last vehicle remained, it drove up with great speed and with the screech of its breaks it came to a complete stop not too far from him. He could feel the cold sting of his mother's glare for several minutes, he wasn't sure if she was waiting for him to say something to her or even look at her.

Isabella huffed loudly and ignored the hissing and growling of the animals nearby, "Come on now, we're going back home."

"But…." Brett started, "What about Oncie?"

She held back a bark of laughter and looked at the Once-ler briefly one last time before she set her eyes on the road in front of her, "Oh Brett dear don't say such silly things," her grip on the steering wheel tightened, "I don't know anyone by that name."

With that the RV disappeared around the hill in a trail of dust, never to be seen again. That realization for some reason made the tears reemerge in the Once-ler's blue eyes, he truly had nothing now; his successful company, the beautiful valley, the trust and friendship of Melvin and the animals, and now even the family that he was miserable with but was still always there had now left him.

He collapsed onto his knees and clutched onto his face as he cried.

The Lorax for the first time wasn't sure what to do or say anymore, to see the kid crumble from the inside out and becoming nothing more than a shell of the man he once was, it was heartbreaking at least. He was very proud of him, though sadly the damage was already done he fought through the smoke and mirrors to see the truth and not only that, he stood up against his mother and spared the last tree from falling.

The Lorax gazed at the animals and they returned it, he wanted to have them leave long ago, to see them suffer like this was crushing but keeping them around was the only way for the kid to see the reality and now that he has, the animals can now be spared. He never thought he had to do this or maybe he just sincerely hoped it would never happen, he nodded to the animals in confirmation.

It was time for them to leave.

When some of the animals began to shuffle away the Once-ler snapped his head up to them, "W-what's going on? Where are they going?"

"I'm sending them off."

The Once-ler quivered through his loud breaths, "N…no. They can't leave."

"They have to kid, they have to find a new home to live in, there's no place here for them anymore."

His teeth clenched as the anguish increased, yet another thing to add to the horrible reality. He shook his head roughly and reached out to them, "No! Please don't leave! I'll….I'll think of something! You don't need to leave!"

"Kid stop, just stop." The Lorax held a silent palm at him, "I know if you could fix this you would but there is no quick fix to nature, there's no invention in the world that could fix this." He sighed, "If you really care for them then you'll let them go."

The Once-ler let his arm go limp and fall onto his lap, he lifted his arm to wipe the fresh trail of tears down his face. He felt something nudge the back of his shoulder he turned and saw Melvin gazing at him sadly, unsure of what the two of them were going to do next. The Once-ler could only stare at him as he slowly lifted his hand and caressed the side of Melvin's face,

'_If you really care for them then you'll let them go.'_

It was that thought that helped him make the most difficult decision in his life.

"Melvin…..I want you to go with them."

Melvin tilted his head. The Once-ler continued to pet him slowly and gently, he tried to enjoy the feel of his best friend's mane before it would be gone forever,

"It's for the best Melvin. I know you don't have a lot of strength right now but I know you'll find it again when you leave this place. When you have the strength help them out, carry the young and the sick on your back when they get too tired, protect them from anything or anyone that might want to hurt them along the way, make sure they find a new home safely."

He smiled at Melvin but the edges of his mouth were quivering as he tried his very best not to cry.

"You've always been the best friend anyone can ask for, you've saved and protected me from so much but now they need you more than I do." He lowered his arm, steered his face down to the ground and closed his eyes, "I don't deserve you anymore."

Melvin shook his head violently and brayed in a way that sounded like he was crying. He nudged his shoulder roughly, he wished he could tell him that he was acting stupid and that they never separated for anything! The Once-ler shook his head, he kept his eyes firmly shut,

"Please! Just go!"

Melvin could only stare at his human friend, he knew when the Once-ler's mind was made up no matter how painful and difficult the decision was. He slowly shifted his hooves and started down the path the animals were taking out of the valley, he paused and gazed over his shoulder almost praying that the Once-ler would change his mind and stop him but he only laid there on his knees, he refused to look up at him.

He decided it was best to do the same. Melvin continued his way, he forced himself to not look back for it would only make it more difficult.

The Once-ler gripped his face again and cried. He would never see his friend again.

o~~~~~~~~~~~o

He lost track of how long he cried there, he knew Melvin and the animals had long left and all that was left was the howling of the sour scented wind. All that was left was his big empty factory, the Lorax and himself.

"You're going to leave too aren't you?"

The Lorax knew that was addressed to him, he gave a soft nod, "I have to, there's nothing left here for me either."

Something fell to the ground beside the Once-ler, when he looked over he realized it was a thin piece of red tuft. He looked up in a panic and noticed the scarred tree had begun to sag and the edges of its tuft began to thin and wilt away.

The Lorax confirmed it, "The tree's going to die. The sunlight can't break through, the thick smog will prevent any rain from forming and there's no more fresh air." He had to admit it was dying faster than he thought but he shouldn't be too surprised; the tree was as heartbroken as the kid, he could hear it.

He could speak to them as well as speak for them.

The guardian jumped as the Once-ler threw his arms around the trunk of the tree, "No! It has to live, _it has to!_"

This wasn't fair, how much more must he suffer? He almost lost this tree along with the others and now that he successfully saved it, he found out it was just going to die anyway. It truly wasn't fair.

"What can I do then?" he muttered.

"There's…..nothing you can do kid."

"DON'T LIE TO ME!" The Once-ler shouted, "I saw you! I saw you heal this tree after that terrible storm, I _know _you can do something! Please, tell me what I can do!"

The Lorax was taken aback, the kid saw that? He didn't expect that and he cursed himself for it, he indeed had magic but it was something that mortal eyes weren't allowed to witness, even the animals in his valley weren't allowed to bear sight of it. He now realized that this tree meant more to the kid than simply _being_ the last tree. He watched him sadly as he sobbed into the bark,

"I'd….I'd give anything to save it. ANYTHING! Please, please help me."

The guardian stood there and watched him plead, that he'd give anything to save it, the very last one. The Lorax knew one way it could be saved but it completely went against what he lectured to the kid in the beginning, _'That's not how it works.'_

Those words no longer meant anything, the kid knew what he was capable of and repeating that statement wouldn't do any good. What he was about to do came at a price, he sure hoped the kid meant it when he said 'anything.'

With that he closed his green eyes and spoke to the tree of what it needed to do. It understood and it was willing.

The Lorax walked up to the two of them, the Once-ler slowly shifted his gaze toward him, "Take off your glove and give me your hand."

Though he was tentative, he gently took off his green arm lengthed glove and gave his hand to the furred guardian, the Lorax took his other free hand and placed it gently on the trunk of the tree. Within moments a faint glow appeared where the Lorax touched. When he released his grip, the Once-ler flinched his hand back and stared in panic at the faint white glow that seemed to be illuminating from deep within his skin, like someone lit a candle inside of him. He looked over at the tree that was also glowing the same way, he suddenly remembered the aftermath of the storm; it was the same glow of light that healed the tree.

This was the magic of the Lorax.

The Lorax slowly began to back away and let his magic take care of the rest. The internal light began to travel through the Once-ler's arm, even though his clothes obstructed his view of the light he knew it was traveling up to his shoulder and all over his chest; there was an odd yet comforting warmth that the light gave. It traveled down both his legs and his other arm, he placed his hands on his cheeks as the light now began to travel up his neck and even through every strand of his black hair, also giving it a faint glow. The Once-ler now felt and _looked _like a night light, however once his body was engulfed nothing else seemed to be happening. It was then that the Lorax spoke again,

"Touch the tree kid."

The Once-ler glanced at him before he looked up at the tree in a shuttered breath, like him it was also completely engulfed in light. He hesitantly reached up to it but he stopped inches from the bark, he was scared of what was going to happen; to him and the tree. No, no he was going to be fine, he could trust the guardian of the valley.

He placed his palm flatly against the tree.

A bright light began to grow from beneath his fingertips, the Once-ler couldn't move, his body was numb and his hand felt like it was glued to the tree. He found himself unable to breathe as the light grew brighter until it clouded his vision.

The Lorax didn't squint.

The light faded out like the flame of a candle; the tree was no longer there, all that remained was a hole in the ground. The Once-ler's was on his side on the ground unconscious; his hair was no longer black but a bright red and much silkier, his skin was no longer soft and fair colored but a rough bark and pale white color with darkened stripes at the side of his face that faded as they got closer to the front of his face.

Him and the tree were now one in the same.

The Lorax looked down at him, "You're all that's left of this valley kid, the rest is up to you."

A small pile of rocks magically appeared beneath him, leaving him one word; one clue that would hopefully help him. With nothing else left to do here, he lifted himself by the seat of his pants and gently floated up to a hole in the black sickened clouds.

The Once-ler slept on, oblivious of the guardian's departure.

* * *

Ted numbly stared down at the pile of rocks, completely taken in by the remainder of the story, "Wow, just…..wow." that was all he could think to say.

The Once-ler nodded, "Yes. When I woke up he was gone, all he left for me was…that word." He stared sadly down at the word, "All these years I remained here, regretting and wondering about that word….and what he meant by it." He reached into his pocket, "After I woke up, this appeared in my hand,"

Ted looked into his opened palm, it revealed a small brown seed, "Is…is that a…?"

The Once-ler nodded, "Yes, it's a Truffula seed, it's the last one of all. I'm not sure how it appeared but I did everything in my power to protect it, O'Hare wanted to destroy it but I managed to get it away from him, I had a hard time trusting anyone after that so I kept people away by setting up those traps." He walked over and gently placed the seed in Ted's hand, "But you….you're different. At first you seemed like an arrogant kid but then….you listened and you wanted to care, in fact you remind me of another kid that used to visit me."

He frowned at the thought, he hadn't seen that little girl in so many years, is she still even alive?

"Ted please, I trust you with this seed I want you to take it back to town and plant it."

Ted brought his opened hand up to his chest, he gazed in awe at the seed, "But there's no way O'Hare will let me plant this, he'll kill it." He jumped when the Once-ler grabbed him firmly by the shoulders,

"Then you have to protect it! Plant it in the middle of town where everyone can see it! People need to know about the trees again Ted, make them care like you do."

Ted slowly tightened his grip on the seed but not too tightly, determination began to rise within him, he wasn't going to let the Once-ler down. Suddenly a thought popped up in his head, he looked up at the man and said, "Come with me."

"What?"

"You should come back to town with me, I think people need to know the truth about you also.

The Once-ler shook his head, "No I…I can't. I'm sorry Ted but…I just can't."

"Why not?"

The Once-ler sighed and took the edges of his hood which Ted now learned was one of the man's Thneeds, he slowly pulled it back and finally revealed his face to Ted. Ted couldn't help but take a step back, he was indeed fused with the tree like his story stated but something seemed…..off. His red hair was very dull and wilted, and his bark skin was beginning to peel in some parts.

"Because…..I'm dying Ted."

* * *

To Be Continued…..


	13. Apprehended

Sorry for the delay guys, had some trouble with the fanfiction site itself and I've been working on another story in which hopefully I'll have up in the next couple of days, I hope you'll all enjoy it as much as this story.

This next chapter is more like a crossroad to the next major even that will happen, hehe I think we all know what that will be.

o~~~~~~o

Cuppycake Batter- I always like to write my chapters out creatively yet also to have the scenes play out as smoothly as possible. I'm glad you enjoyed my last chapter, I hope you'll enjoy this one too. :)

AngetianPrincess18- Hehe, yeah for some reason that fusion idea became stuck in my head after I watched the movie and I'm sure why, and as with Melvin, though the moment with the two of them in end moved me I felt like there was something missing, I always pictured them as lifelong friends and I wanted to make the moment in my story very emotional...I can see by everyone's reaction it worked, lol.

Red on a Rose- Believe me, life can get in the way quite a bit. :( I'm glad you enjoyed the major plot twist, I was kind of afraid that major twists like that would either make or break readers but it seems readers are enjoying it and I'm glad you are too. :)

Ravenhearst- I'm glad you loved it! :D

LilSnowFairy- Hehe I'm glad you like it, though the practical script rewrite in the beginning kind of left the it stale in my opinion, especially compared to the second half of the story. Maybe rewriting the beginning will be a possible project in the future... :)

Brook and Blake- I teared up a little when I wrote that chapter, which is good because that was the emotion I was aiming. Yup, as of current the Once-ler is slowly dying, gives it some stress and drama for chapters to come. Anyways, I hope you and Blake enjoy this chapter! :D

Brooke-ler- Thank you! :)

* * *

The Tree with a tongue

Chapter 12: Apprehended

* * *

Ted wasn't sure what to do; to take a step back from fright or take a step forward in curiosity, this was unlike anything he's ever seen before…quite literally! O'Hare was right about one thing, the Once-ler was not human but not at all vicious and terrifying as he falsely described.

He wasn't fully human but he wasn't fully a tree either. He was something more.

Ted fought the urge to reach up and touch his hardened bark skin; he could barely make out the wide gray stripes that wrapped around the man's head and neck though it seemed to fade out when one got close to his actual face, he can also see the pale scar that cut through the bark down his cheek, neck and most likely down the majority of his body. Despite the Once-ler's hair being wilted and gloomy there was a very faint sweet fragrance that filled Ted's nose, was that the butterfly milk?

He broke out of his train of thought when he quickly realized what the Once-ler said, "W-wait? Did you just say you were…..?"

The Once-ler nodded sadly, "Yes, I'm dying Ted."

"But…" Ted replied numbly, a pressure of sadness and fear pushed down on his chest, why was this affecting him this much? "Y-you can't die."

"I lived out here for many years Ted and throughout those passing years I've grown weaker and sicker, as you can see this is not a fit place for a person _or_ a tree."

"All the more reason you should come with me!" Ted shouted, he gestured his arms towards the dead valley, "You don't have to live out here anymore, I'm sure my Mom will understand once I introduce you to her and Grammy would _love_ to see you, there's lots of water, lots of fresh air and even some sunlight, you can get better and…"

"And what makes you think I deserve to get better?" The Once-ler interrupted, a much harsher tone than he meant to give to Ted.

"What do you mean?"

The Once-ler looked at him flabbergasted, "Have you been daydreaming about that girl this entire time!?" He gestured out towards the dead fields, "Look at what I've done, look at what I've let _happen_! Who knows how long it took for all the animals to get away from this nightmare; to find a safe place to live," he barked out a laugh, "That's assuming they found a safe place at all, so what makes you think I deserve any salvation of my own?"

"Nobody deserves to live like this," Ted replied simply.

"It's my punishment and I accepted it." The Once-ler sighed and turned to face the pile of rocks and whispered the word, "Unless." He covered his face with his hands, "That word…..all these years that word's been drilled in my head; why did the Lorax leave it here? What did he mean by it?" He turned to Ted, "Please Ted I need you to do this for me, I can finally rest knowing that seed will be planted and protected."

Ted stared at him with disbelief in his eyes, "S-so that's it? You're just going to give me this seed and then disappear and die in your Lurkim? Without the Lorax here, someone has to speak for this seed and who better to speak for it than you?"

The Once-ler didn't reply, he only turned his back to Ted.

Ted lowered his head in defeat and as he slowly began to walk back to his bike he muttered, "Fine….be a coward."

The Once-ler kept his back turned, he listened as Ted's bike came to life and made its way down the run down roads, out of the corner of his eye he could see a faint glimpse of the headlight cutting through the fog. The Once-ler sighed,

"You're right, I am a coward."

o~~~~~~~~~~~~o

Ted gazed down at the seed that was held securely in his palm, he had finally gotten the one thing he's been wanting since his first endeavor to the outskirts of town but now he had a different game plan. He wasn't going to give up on the Once-ler, not that easily but he was going to need some help, he had to show Audrey, Kyle, his Mom, his Grammy this seed and tell them everything. The Once-ler was right, people need to know about the trees, people need to start caring again and though that might prove difficult, telling his friends and family was a good place to start.

Once he did that maybe he could get Audrey and Kyle to come with him and bring the Once-ler back to town, even if they would have to drag him.

He placed the seed in his pocket and slowed his bike down to a halt, he gazed up at the towering walls and asked himself this one question,

"How the heck am I going to get back in?"

He recalled his only way of getting out last time was riding over the top of the wall but that wasn't going to work so well when there aren't any tall structures to venture up on. He heard the sounds of water rushing not too far away, he gently rode his bike and over to the side of town he saw a sewer pipe dumping out black sludge and other various things that Ted preferred he'd not find out gushing into the already dead rivers.

"That pipe connects to the town." He muttered to himself.

When he got closer a strong thick horrific stench hit him like a rock to the face, he fought the urge to throw up and covered his nose, there was no way he could get in there, there was too much sludge coming out with too much force. He scanned the area around it for any other possible entrances and sure enough there was a sewer cap closer to the wall, he opened the cap with all his strength and thankfully there was a small ladder leading down into said pipe. He groaned,

"This is going to stink…literally, but I guess I have no choice."

He struggled as he lowered his bike into the sewer, once it was safely in he climbed down the latter and closed the cap on top of him. Moments after that the side walls opened up and out came the new improved mechanical scouts, their long spider legs at a steady pace as they were determined to get to their set destination with proper directions programmed in their memory. They all approached the first set of signs and they waited for them to finish switching around on them, once they stopped all of the scouts scanned the signs with their piercing red cameras and once they found the sign that matched they continued down the path.

o~~~~~~~~~~o

Kyle didn't like this new recent routine that has been going on, he'd been trying to get a hold of Ted through his cell phone since he last saw him but it immediately went to voice mail, which meant Ted has kept his phone off.

He slammed the end button on his phone in anger, where the heck _was_ he?

Just then he heard a loud metal sound come from one of the alleys nearby, Kyle slowly hoped off his green bike and approached the alley with caution. His ears twitched when he heard the sound again and looked down at the sewer cap on the ground, he grew a little nervous when the cap jerked upward slightly as if someone was trying to get out. He wasn't sure why but Kyle found himself reaching down slowly for the cap as it continued to jerk upward, was it mutated sewer rats? Or the Once-ler? Did it somehow find a way into town?

Suddenly the cap flipped off.

Kyle fell backwards onto his bottom in a terrified shout, he crouched up and shielded his eyes with his arms, he knew it! It was the Once-ler! It found its way in and he was going to be its first meal!

"Uggghhh….."

Kyle suddenly relaxed, he recognized that voice, "Ted?" he asked.

He looked up and sure enough it was Ted with half of his body still in the sewer area and the other half hunched over in exhaustion as he struggled to get out. Kyle quickly scrambled over to him but recoiled at the horrible stench,

"Ugh, man you stink Ted!"

Ted finally acknowledged him, "Kyle? How did you know I was here?"

"I saw you pop out of the sewer, what the heck were you doing down there?"

Ted took a couple deep breaths and with Kyle's help, he got himself and his bike out, "I had to go in this way, all the other entrances were sealed off."

"What are you talking about?"

Ted looked up at him, "O'Hare tried to keep me inside the town by sealing off all the emergency exits so….I had to ride my bike over the wall to get out."

Kyle stared, "You rode over the wall?" He broke into a smile, "Dude that's awesome!"

"Believe me it's not as fun as it sounds." He felt the seed in his pocket and quickly remembered, "Audrey's party! I have to get to it! Listen Kyle you gotta come with me, there's something I need to tell you and Audrey."

Kyle rubbed his arm with an uncomfortable frown, "Listen, about Audrey's party…."

"What's wrong?"

o~~~~~~~~~~~o

The Once-ler sat at his aged desk in silence and drummed his fingers against the wood. He finally accomplished what he was meant to do; he had to trust someone with the seed, give it to them and restore things back to the way they used to be.

So why did he feel like something was off?

"Was I supposed to go with him?" he muttered to himself. He noticed the great great grandfather snail slowly creep up next to his hand and gave him a firm nod. He shook his head at the snail, "No I can't, I've don't too much harm and besides, even if I did go back with him how would I fit in? Look at me." He pointed to his face, "There's no place for me there."

The snail shook his head.

The Once-ler huffed, "Oh what do you know."

His attention turned towards his boarded up window where he suddenly heard the crows squawking outside. The Once-ler rolled his eyes,

"Stubborn kid."

With that he slowly got to his feet, prepared to urge Ted to get back to town and forget about him, he had a feeling the kid wasn't going to give up without a fight. However when he reached his window he noticed the crows weren't squawking aggressively they were flying away in a panic, they never did that to Ted before, normally they just mocked him.

The next thing he saw was a bright red light flashing in between the boards; a plane of red light seemed to scan out his entire body. The Once-ler reacted on instinct; he grabbed his old axe and heaved it at the window, slicing right through wood and what sounded like metal, he squinted and noticed whatever he hit groaned and fell back long and hard down below.

All went eerily quiet afterwards, the Once-ler remained stiff with fear while he held the axe firmly yet shakily in his hands. He took careful creaking steps towards the window, he wanted to make sure that _thing _was truly dead…..or broken, or whatever. But before he could get a chance to look through the hole he made, his eyes were once again flooded with a red light. Little metal legs curled through the hole and the wooden boards were ripped out in an instant, three mechanical crawlers emerged into his room, before he could react he felt his axe get yanked from his hands, he lost his balance and stumbled backwards onto his bottom.

Everything happened so fast, he could only watch as the creatures ripped his room apart; tipped over every dusty knick knack and flipped every piece of furniture, it's almost as if they were looking for something. Once they were finished they all slowly turned their visual towards him and circled around him like a pack of wolves, one of them paused and a small screen emerged from its back, it revealed a face the Once-ler hoped he'd never see again,

O'Hare's sneered, "Destroying my toys? Well that wasn't very nice, I built these things just for you!" He let out a chuckle, "I have to admit you're pretty good at this hide and seek game, but you should've realized that I win at everything."

The Once-ler gaped at the small screen in shock, he didn't fight back when one of the creatures shot a net at him, completing obstructing his vision and falling to the ground incapacitated, he could only hear the short man's triumphant laughter. As he felt himself being lifted and carried out, there was only one thing on his mind and he kept repeating it to himself,

'_The seed was safe.'_

o~~~~~~~~~~~o

Kyle gestured Ted to follow him, they ran out onto the main road and it turned out Ted emerged onto his home street. He looked over and noticed right away it was Audrey's house, there were people gathered around on the front lawn but they all had a look of panic, worry and concern on their faces, normally people were happy at parties.

"What happened?" Ted asked,

"Well," Kyle hesitated, "Mr. O'Hare and his men came by her house and…..Ted!?"

Ted didn't even wait for Kyle to finish, once he heard that name he knew it wasn't good news. He parked his bike on the sidewalk and rushed past the people and walked in through the door that was already propped open. He gasped at what he saw, the inside of the house was a disaster; parts of the wallpaper were peeled down, pillows and cushions were ripped open, many knick knacks and small possessions were tossed recklessly on the floor, some broke upon impact. He slowly made his way into the kitchen and saw Audrey's parents sitting at the kitchen table, her father comforted her mother as she sobbed, clearly shaken up from what had occurred.

Ted cleared his throat, "Hello?"

Both the parents looked up at him. Audrey's mother attempted to smile, "Oh, you must be Ted."

Ted gazed around the kitchen, though not as bad a shape as the living room it still looked like it was rummaged through, "What happened here?"

Audrey's father shook his head solemnly, "To be honest, we don't even know, we were about to start Audrey's party when Mr. O'Hare arrived and insisted on a thorough search of our house, he didn't even tell us why."

Anger bubbled up in Ted, with clenched fists he asked, "Where's Audrey?"

Her parents didn't respond, her mother simply lowered her head and continued to sob while her father pointed towards the back door that led to their backyard before he went back to comforting his wife. Ted took that as a sign that they wanted to some time alone and with that he quietly made his way to the back.

He did not like what he saw, immediately he spotted Audrey leaning her head against the stairway, her face covered with her folded arms as she cried heavily into them. Ted took a couple steps and sat down beside Audrey,

"Audrey!"

Audrey jumped slightly and looked up at Ted, "Ted!"

Before Ted could react, she quickly threw her arms around him in a hug and continued to cry on his shoulder. This bummed Ted tremendously, he should be enjoying this but her crying only made him feel angry and upset, however that didn't stop the deep blush that formed on his cheeks.

"Oh Ted!" Audrey cried, "It was horrible!"

"What happened?!"

Audrey simply lifted her head and looked up at her house, Ted followed suit. Ted couldn't believe what he saw, the entire backside of her house which last he saw was beautifully painted with vibrant colors of the Truffula trees, but now it was slathered over with a thick coat of plain gray paint with the familiar paint printed wording, _Courtesy of O'Hare Air Enterprises._

Ted clenched his teeth tightly in a silent snarl, "That…that….._JERK_!"

Audrey sobbed in his shoulder, "It all happened so fast; I heard commotion coming from inside my house and my Mom was crying out in fear but before I could go inside to find out, Mr. O'Hare and his men came out with buckets of paint." She bit her lip as more tears began to form, "He looked up at my painting and called it horrible graffiti, once he ordered his men to paint over it I got so scared, I tried to stop them but they shoved me to the ground, once I heard the paint getting splattered on the wall I just…..I just couldn't look."

"They shoved you to the ground?!"

She nodded and cupped her face with her hands as tears resumed, Ted noticed that she had some splotches of gray paint on her, no doubt from the struggle but the shoving part bothered him…..it bothered him a lot. He clenched his fist and slammed it hard against the back of their house,

"He's gone way too far…."

Audrey looked at him with shuddered breaths, "Wh-what do you mean?"

"Ted!"

The two looked over and spotted Kyle enter the back yard through the gate. When he rushed up to them, Audrey stared, "Who are you?"

Kyle fidgeted, "Oh sorry, I'm Kyle I'm Ted's friend."

Audrey attempted to smile, "Nice to meet you, I wish it was under better circumstances." She rubbed her eyes and sniffed, "I just don't get it, why would Mr. O'Hare be so offended by my painting?"

Ted added in, "How did he even know about it?"

Once that question was asked, Kyle looked away shamefully and rubbed his arm, "Uhh….I may have mentioned it to him."

The two kids looked at him, Ted frowned, "Kyle?"

Ted could see the guilt on his friend's face as he explained, "I-I didn't mean to! Mr. O'Hare came to my house the other day….."

"Wait," Ted interrupted, "He came to your house also?"

"Yeah but he just came to talk, he said he was concerned about your safety and wanted to know anything on where you were." He sighed sadly, "I did tell him you were leaving town for the sake of finding a gift for Audrey and then one thing led to another…" he trailed away, he didn't want to say that he snitched, the word itself felt dirty. He lowered his head shamefully, "I-I didn't think he'd do something crazy like this, I'm really sorry."

Ted shook his head, "No….this is my fault Kyle. I know something he doesn't want other people to know and now he's taking it out on everyone close to me." He bristled at the thought of his Mom and Grammy, if that jerk did anything to them…...

The three sat in silence for a moment, then something about what Kyle said suddenly clicked in Audrey's head, "Wait, did he say you were leaving town Ted? Is that where you've been all this time?"

Ted laughed nervously, "Pretty much."

"That's crazy!" she exclaimed, "Why would you go out there?! What if the Once-ler got a hold of you?! You could've been killed!"

"No, Audrey listen he's not…"

Suddenly something caught the corner of Ted's eye, he looked over and saw what looked to be a small silver marble rolling through the opened back gate and towards them. The other two also caught wind of it and watched as it slowed to a halt and changed into an eight legged mechanical creature, the three cried out in shock and Kyle took a couple steps back from it. The creature briefly scanned Ted's frame, once it was confirmed that he was the one it was looking for, it began to play a recording.

_Ah Teddy! If you're hearing this message than my little prototype found you._

Ted growled, he really hated hearing O'Hare's voice lately. The recording continued,

_I wasn't surprised that you managed to sneak out of your house, in fact I anticipated it but escaping my men by riding over my beautifully built wall? I must say I was pretty impressed on that. At first I was going to have to come up with a different plan to get you but then this little guy here discovered something in your room that proved quite useful to me._

Hearing its cue, the creature opened a small compartment on its back and took out a piece of paper and unfolded it, Kyle and Audrey stared at it in confusion while Ted stared at it in pure horror.

_Pretty ingenious I have to admit, I have no idea where you got it from but now this little piece of information belongs to me. As we speak, more fully developed versions of this little guy are on their way and most likely have found him by now, I think you know who I'm talking about._

The creature folded the paper back up and placed it back in its compartment.

_I have to give my thanks Teddy, if it weren't for your carelessness I never would have found him._

O'Hare's laughter echoed in the creature's speakers before it folded back up into a small marble and began to roll away, Ted quickly got to his feet and tried to pursuit it, he made a leap for it but he barely missed and could only watch as it disappeared in between the plastic inflated bushes. Ted pounded his fists onto the ground multiple times before he gripped his hair in frustration, he screwed up again and now the Once-ler's in trouble because of him.

He could hear Kyle and Audrey's footsteps as they rushed up to him. When Kyle helped him up to his feet, Audrey asked, "Ted, what is this all about?"

Ted placed a hand over his pocket where he kept the seed, he was going to have to put his 'rallying his friends and family' plan on hold, he needed to help the Once-ler first. He urged the two of them to huddle together so no possible hidden cameras can see them. He gently took the seed out of his pocket and showed the two of them,

"This is what I've been leaving town for Audrey," Ted said as he watched the other two stare in awe at the Truffula seed, "My Grammy told me how the Once-ler knew about real trees and you've always wanted to see a real one," he lifted the seed slightly towards Audrey, "I wanted to surprise you at your party but….."

Audrey reached for the seed but she paused as if the seed was too fragile to be touched. A small smile formed, "Ted you…..you risked your life going outside of town…for me?"

Ted grabbed Audrey's hand and gently placed the seed in it, "Listen Audrey, I'm going to need your help, I need you to safely hang onto this seed for me, don't let _anyone_ see it not even your parents. Meet me at my house within the next couple of hours."

Audrey cupped the seed gently in her hands and nodded, "I will Ted. But wait, what are you going to do?"

Ted straightened up, "I have to go help a friend,"

When he began to make his way towards his bike, Kyle intervened, "Whoa wait a minute, what friend? You mean the Once-ler? Since when was that thing your friend?"

Ted replied patiently, "Kyle it's my fault that he's been caught by O'Hare, I have to help him."

Kyle glared, "What about your _best _friend huh?! The best friend whom you wouldn't trust to tell him anything?!"

Ted opened his mouth to respond but words couldn't spill out. He lowered his head and sighed, "I'm sorry Kyle, I felt terrible keeping you out of the loop but I promised the Once-ler I wouldn't tell anyone about him." He attempted to smile, "In fact I could use your help on this, I don't think I could do it on my own."

Kyle only got angrier, "Help you with what exactly?! Bust the Once-ler out?! That's the craziest thing I ever heard! And besides, maybe I'm happy that it's locked up now!"

Now Ted got angry, "Would you stop calling him an 'it'! Why are you getting so ticked by all this!? I told you I was going outside of town, I told you I was searching for a tree as a gift for Audrey and you seemed okay with all of it until now."

Kyle sighed irritably, "Because during the days I haven't seen you I got worried alright!" He turned his face away, slightly embarrassed to say something he considered touchy feely, "When Mr. O'Hare came to my house I saw how stiff and terrified my Mom was, she did a good job hiding it but I still saw it. Ted he's the most powerful man in Thneedville we have no idea what he's fully capable of, if you're about to do something as crazy as break in and free the Once-ler, he could ruin you and your family's life forever."

The mention of his family made Ted think about his Mom and Grammy again, he hoped that they were still okay, "I know Kyle."

"And you're still going to do it?'

Ted nodded, "The man is crazy Kyle, he's been lying to everyone just to keep his position of power; he's so desperate to have it that he's been hunting down the person that can ruin it all for him." He clenched his fists, "He tried to bully me into giving him information and he's made his men chase me all throughout the town, I'm not going to let him push me around anymore!"

Audrey, who has been listening to the two boys argue the entire time became inspired by Ted's words. Until now she was most likely the only person in town that knew anything about real trees, she knew that they could create fresh air for free but she was so convinced that they were extinct that she didn't consider them anymore than just a dream. But now, she held the very last seed; the seed that can be the birth of many more! Suddenly, O'Hare's somewhat irrational invasion of her home suddenly made sense, he knew that Ted had this seed and he's trying to get rid of it and any evidence that real trees exist.

She couldn't let that happen.

With that she walked up to them with a firm look on her face, "I'm not going to let him bully me either. He's destroyed my home and scared my mother, I'm not letting him get away with that."

Ted smiled at Audrey before he turned back to Kyle, "What do you say Kyle? You and I always wanted to have something exciting happen, well this is about as exciting as it's going to get."

Kyle didn't stir or respond, he stared at the two of them at first then gazed down at the plastic lawn, he had a pained look on his face as if he was fighting some kind of battle in his mind. After a minute, he clenched his eyes shut and shook his head, "I-I can't, I'm sorry Ted but this is just crazy." He took a couple steps back, "I can't be a part of this."

"Kyle!"

But it was too late, Kyle already turned heel and headed back to his green bike. Ted stared helplessly and sadly as he heard the bike get turned on and shortly after, the sound of its engine faded as Kyle drove away with it. He felt Audrey put a comforting hand on his shoulder but it didn't help much, he wanted his best friend to be a part of this, he needed his help but he couldn't force him to do it. He was right after all, it _was_ crazy.

It looks like it was just going be him and Audrey.

* * *

To Be Continued…..


	14. O'Hare's tale: The Town Pariah

Enjoy! :D

* * *

The Tree with a tongue

Chapter 13: O'Hare's tale: The Town Pariah

* * *

"Here's your latte Mr. O'Hare!"

O'Hare paid no attention to his intern, although he did swiftly snatch the coffee cup from his scrawny hands. Normally he wouldn't fancy himself with a caffeinated beverage past the morning hours but he felt he had to celebrate, for this was to be a crowning moment in his business career.

He finally found and captured the only threat to his business; the Once-ler.

O'Hare kept his eyes firmly on the double doors down the end of hall that was his main office, the closer he got the more his smile grew. He wriggled his fingers with delight before he pushed the door open, normally he would have two people open the doors for him as it should but this was matter of business was considered confidential and preferred to have as little people involved as possible. Upon entering, he spotted his two technicians; Cyrus and Luke standing off to the side, one had a look of self triumph and the other looked uncomfortable and uncertain. Two of his guards stood side by side and the Once-ler sat in a chair in between them with his arms and wrists tied tightly behind him, such a sight pleased O'Hare more.

As he rounded the office towards his desk he took a loud sip of his latte followed by a loud content sigh, he hoped up onto his chair and adjusted it high so his torso was over his desk. He took one last sip of his beverage before he looked over to the Once-ler, whose face was hidden underneath his pink Thneed and pointed at his cup,

"You ever had one of my lattes?"

The Once-ler didn't respond but that didn't effect O'Hare's good mood. He continued,

"I'm tellin' ya, I don't how I was able to start my mornings without it before, it just gives you that nice kick," he expressed his statement with a balled up fist, he peeked into the small drinking hole and grimaced, "Though it could use a little less foam and a little more vanilla." He set his drink down and threw another casual look at the Once-ler whom now had his concealed face turned to the side.

O'Hare then decided that it was time to stop pretending to be a good host and get down to business.

He gave a little whistle to his guards, pointed a finger at the top of his head and made a slashing gesture with his hand, making the message clear to them; get rid of that stupid Thneed. With that, one of the guards grabbed a handful of the material with his bulky hand and ripped it right off the Once-ler's head, his face revealed to everyone.

The two technicians, heck even the guards flinched and took a step back from the Once-ler; the flaky bark skin and wilted hair was definitely a sore sight, it was almost…saddening actually.

O'Hare grimaced before it turned into laughter, "Well I can definitely see you've had...better days eh?"

The Once-ler scowled.

"And yet," his voice became low and smooth, "After all these years you haven't changed a bit, you really are a freak."

Life was so sweet.

An eighteen year old Aloysius O'Hare sat in his newly finished office, after counting the hundred dollar bills in his hand he threw them into the air, he leaned back in his leather chair and let the paper bills flutter down on him like freshly fallen snow. He only started his business six months ago and his net profit had already reached fifty million dollars and it was rising fast, at the rate the numbers were rising he might even hit two hundred million before the end of the twelve month period.

He'd finally done it; he was mocked, humiliated and bullied around his entire childhood but he kept a firm head held high, for every night before he went to sleep he vowed that someday he would make something of himself and that he would be praised and loved for his success. Now here he was; the multiplying money, every personal possession he'd ever wanted and the notoriety he so rightly deserved.

And he had one person to thank.

He pushed himself off his office chair and walked up towards a huge frame that hung on his wall; it was a blown up magazine cover picture of the Once-ler during the peak of his success. Every person always has an idle or hero that they looked up to for inspiration, for O'Hare, it was the Once-ler. He memorized the man's biography by heart; a man who started with nothing but a mule, a wagon and a brilliant idea that he never gave up on, no matter how many times he was mocked and discouraged by others around him, even his own family.

To O'Hare, he felt like they were kindred spirits; two people who once had nothing quickly had everything.

However, he also read in the biography that he had some sort of mental breakdown right around the drop in stock of his Thneed; he fired every single worker and put Terraville(which had changed to Thneedville) on economic hard times for several years, in fact it was his success that put the town back in motion. No one knows for sure what had happened, for the Once-ler had disappeared shortly after the fact; some say he took his own life because the stocks of his Thneed had reduced to zero. O'Hare couldn't blame him, now that he himself has tasted sweet riches and success, who would go back to mediocrity?

It was quite sad, to visualize a broken man moments before his death and then compare it to this remarkable picture of him glowing with success, O'Hare had to make sure he would never succumb to that fate.

"Mr. O'Hare, there's someone here to see you." A voice on the intercom crackled through the speaker.

He scowled, he didn't like being interrupted with his thoughts, "Sally I thought I made it clear earlier when I said no appointments or calls right now!"

"But sir…I think you might want to take this."

O'Hare let out a long drawn out sigh and dragged his feet back towards his desk, "Okay fine, who is here that thinks they are so important to disturb my alone time?"

"A Mr. Once-ler sir."

O'Hare was stricken with silence followed by a surge of anger, how _dare_ someone use that name in vein! "Is this some kind of joke?!"

"I-I'm not sure s-sir. I mean, he insists that he's the Once-ler and that it's important that he sees you."

O'Hare looked up at his two bodyguards that he recently hired for some added protection, you can never be too careful. Once they gave him a reassured nod, telling him that they'll make sure nothing will go wrong, O'Hare grimly replied, "Very well Sally, send him in." He then muttered to himself, "I'm going to give this fraud a piece of my mind."

Within minutes there was a soft knock on his doors and the guards opened it in response. A tall figure walked in wearing a mirror image of the famous green suit the Once-ler wore except that it looked dusty and worn out and the hat was missing, instead of the hat there was a Thneed serving as a hood to keep his face hidden. The Once-ler walked up to O'Hare's desk and spoke promptly,

"Aloysius O'Hare, it's nice to finally meet you in person, I've heard quite a bit about you."

O'Hare merely snorted in response and leaned back in his chair, "Well, the outfit's good but any idiot can put together the green suit with a little effort."

The Once-ler gave a soft chuckle, "You're skeptical, I can understand that. I have kept myself in…low profile for a long time." He looked up at the large portrait of him, "Nice picture, I believe it was at my first fundraiser when I posed for that shot."

O'Hare had to admit, whoever this person was did his homework on the Once-ler but he still wasn't buying it. He went back on the defensive, "Look buddy, if you want me to be convinced you are who you say you are then how about you start by taking off that Thneed."

The Once-ler sighed, "I guess you have a good point, you just have to promise me you won't freak out."

O'Hare chuckled, "Freak out? Please I've never been freaked out in my entire life."

The Once-ler rolled his eyes at that obvious lie, he let out a deep sigh and gripped onto the edges of his hood. The two men quickly tensed up when their boss recoiled deep into his chair with a surprised shout but before they could do anything they backed away from the Once-ler once they got a good look at him.

O'Hare stuttered, "W…what are you?!"

The Once-ler shifted his gaze to the floor, "I…it's complicated and even if I told you, you wouldn't believe me." He prepared to reach into his coat, "Now about why I'm here…."

O'Hare interrupted, "Hold on there! This doesn't convince me of anything, all you've done was show me how much of a disfigured monster you are! Get him out of here!"

The Once-ler jumped when he felt a pair of firm hands grip tightly onto his arms, he began to struggle when they lifted him off the chair, "Wait!" He grunted as he got one arm free and quickly reached inside his coat, "Fine, you want proof! Here!" He pulled out a rolled up parchment and held it up to O'Hare.

"What is that supposed to be?"

The guard released the Once-ler's other arm, he gave the two a glare before he replied, "This is something that was said to have disappeared with the Once-ler a long time ago, something that was thought to be lost forever."

With that he unrolled the parchment open, O'Hare felt his jaw drop.

It was the deed to the town of Terraville.

O'Hare desperately wanted to scream out that it was a fake; that the deed no longer existed but there it was, properly affixed with the town's seal and had the Once-ler's signature (that he learned to recognize) as well as the signature of the mayor before him, O'Hare tried to search for any signs of fraudulence but there was nothing

There was no doubt about it.

"You….you really are….." O'Hare stuttered.

The Once-ler slowly nodded.

O'Hare practically fell out of his chair, rushed around his desk and grabbed the Once-ler's hand with both of his in an excited handshake, "I can't believe it! Mr. Once-ler you're my idle! My HERO! I mean, if it weren't for you I wouldn't be where I am today! Please forgive my behavior earlier, my rise to fame and fortune has attracted a lot of con artists."

The Once-ler tried to pull his arm away as discretely and politely as he could but O'Hare had a good grip, "It's quite alright Mr. O'Hare."

O'Hare rubbed the back of his neck, "If uh-if you don't mind me asking, what…..how did…." He motioned towards his face to empathize what he was talking about.

The Once-ler rand a hand through his Truffula hair with a grin, "As I said, it's complicated."

Though O'Hare accepted his answer, he was running through many possibilities in his own head. An accident maybe? His factory did spew out many kinds of chemicals and toxins, maybe there was a horrible reaction and this was the result. That would make sense, it would definitely explain why the Once-ler vanished afterwards, who would want to be seen looking like that?

He snapped out of his thoughts when the Once-ler cleared his throat, "Mr. O'Hare though it's nice to know we are on good terms, I'm afraid I'm not here for casual talk, I'm here for business. You say that you are the owner of this town but you know as well as I that in the world of business, it is always important to have such claim in writing and since I seem to be the one who has it," he held up the document in confirmation, "As far as the law's concerned I have true ownership of this town."

O'Hare knew full well when he was being enticed and he didn't like it, but he couldn't help but feel a little star struck that his idol wanted to conduct business with him. He put on his signature smile, "I hear what you're saying Mr. Once-ler, once a business tycoon always a business tycoon. So what is it that you'd like? Partnership? Hey now there's an idea! You and me, running this company and the entire town together!" He took a quick look at the Once-ler's face and flinched, "Though it'll probably be best for me to be the face of the business…."

The Once-ler chuckled uncomfortably and rubbed the back of his neck, "That is quite a generous offer but unfortunately I'm going to have to pass, I'm not interested in being in a business of any kind….not anymore."

"Oh…." That certainly caught O'Hare off guard, usually people demand part ownership of a company or its stocks, either that or…. O'Hare smiled again, "Ah, I understand what you really want," he pressed a button on his intercom and shouted, "Sally! Go get my checkbook!"

With that, the Once-ler quickly waved his palms at him, "No no! It's not money either, that is something I'm _definitely_ not interested in anymore."

"Uh….cancel that Sally." O'Hare leaned back in his chair, "Well Mr. Once-ler I'm a little confused, with all due respect a person would normally take advantage of this for their own personal gain, but if you don't want money then what exactly do you want?"

The Once-ler smiled and dug into his pocket, "You're right, any other person would jump at this opportunity but what I'm aiming for isn't for my own personal gain, it's for the gain of others." He held up his closed palm, "In exchange for this deed, I want this to be planted in the town of Thneedville." With that, he opened his palm, revealing a small brown seed.

O'Hare couldn't see very well from his view so he crawled up onto his desk and walked over to the seed. He leaned down and gazed closely at it, "Is…is that….?"

"Yes. It's a Truffula seed."

"B-But they're extinct! No one's seen a Truffula tree in decades!"

The Once-ler smiled sadly and caressed the seed gently, "I know, this seed is the last one of all. It's important to me that this gets planted and not only that, I want to be ensured that it's protected by the fullest extent of the law. The trees need to come back Mr. O'Hare."

There was a million things going on in O'Hare's head at that moment, he remembered learning about trees and other plants while he was in school and what exactly they did; they use sunlight to absorb carbon dioxide and release many carbohydrates and even oxygen. If this got planted, then it would eventually lead to more trees being planted and the more trees that are planted the more oxygen they create, the more oxygen they create the less people will have to buy air from him, and the less people buy the less money he'll have…..

Fear snapped in his mind. He couldn't let that happen, he couldn't go back to his old life; to a life of being at the bottom, of being a nobody. He will not be ruined by some stupid plant!

He quietly asked to hold the seed for a moment in which the Once-ler reluctantly let him; it seems the seed really meant a lot to him. O'Hare observed the seed in between his fingers while he calmly spoke,

"Mr. Once-ler, this is quite a simple offer; a deed to a whole city just to plant one little seed, any business owner would take the offer in a heartbeat." He clenched the seed in his hand, "However…" O'Hare glanced down menacingly, "Mr. Once-ler you understand what I make for a living right?"

"Yes….you sell filtered air."

"Exactly, so you will understand what I'm about to do."

The Once-ler wasn't sure where the fast reflexes came from, he watched in horror as O'Hare placed the seed on his desk and raised his foot, fully prepared to crush any hope of bringing back the trees. The Once-ler dove forward and covered the seed with his hands in the knick of time, though he hissed in pain when his fingers were now being stepped on by O'Hare's shoe. He pulled the seed away, almost tripping O'Hare in the process,

"What are you doing?!"

O'Hare snarled, "Making a smart business decision. You must be out of your mind, thinking that I would let that…that _thing _be planted! I refuse to let anyone jeopardize my business!"

"You're insane!" The Once-ler shouted, "O'Hare even you have to realize that the way things are now aren't right, people shouldn't have to _pay _to breathe!"

O'Hare simply shrugged, "That's not my problem, heck if I could find a way to block out the sun itself so people will buy more electricity from me I would." He hoped off the desk and began marching towards the Once-ler, who in turned back away, "Besides, if anyone's to thank for the way things are right now it's you, if I recall it was your factory and the decimation of the trees that soiled the very air we breathe, all I did was find a solution for it."

"_This _is the solution!" The Once-ler held up the seed, "You're right, I have caused everything that's happening now but I'm trying to make it right again."

"Business isn't about doing the right thing, it's all about the dollar." O'Hare gave a look of disgust, "To think I looked up to you; you were man that was on top of the world and you made sure no one got in your way, but now you're nothing more than a hollow shell; a mutated freak." He watched with glee as his guards grabbed the Once-ler's arms, one of them snatched the deed from inside his coat, "I run this town, I call the shots around here and I'm not going to let some has been like you ruin it for me. Now _GIVE ME THAT SEED!_"

The Once-ler struggled as much as he could to break free from O'Hare's guards, thankfully he managed to get a good head shot of one of the guard's chin; the upside to having bark skin is that anyone that would get hit by you was equivalent to getting hit by a brick wall. He noticed the other guard was shocked by the sudden assault and loosened his grip, he took that chance and shoved the other guard hard against the wall. However, he barely had time to react when O'Hare suddenly jumped and latched onto him, he gritted his teeth as he tried all he could to keep the short man from getting the seed,

"Give….me….that….seed!" O'Hare grunted.

"No!"

With that, he got a good grip on the man and threw him against the wall beside his winded guard, the Once-ler wasted no time at all, he turned heel and ran out of the office. O'Hare stumbled to his feet, rushed over and slammed a fist down on a remote button, causing every room in the building to flash a red light with a siren. The first thing the security system did in response to the alert was shut and lock all doors inside the premises, including the front doors. The Once-ler panted with panic as he ran past the spooked and confused employees and the doors right as they locked shut on him. When he arrived at the front glass doors, fear coursed through him when he realized that the security system had already locked them, he tried all he can to turn the handles but it was no use. He turned around and heard O'Hare and his guards in pursuit towards him,

"You're _mine_!" O'Hare snarled.

An idea suddenly hit him, he remembered what he was now made of and he planned to take advantage of it, he looked at the door with a firm face, took a step back and pushed himself off in a dash towards the glass door, he raised his arms to cover his face seconds before he charged through it, he threw himself to the ground along with thousands of pieces of glass as they showered over him. People that walked by the facility at that time all screamed and back away from the scene, when he got up he got a good look at the people who were staring right at him, one woman let out a blood curdling scream,

"WHAT IS THAT THING?!"

When the Once-ler heard other noises of fear and disgust he scrambled to grab his hood that rested behind his head and covered his face, once again self conscious of his appearance. He sharply turned to see O'Hare and his goons, who were shocked at first by the Once-ler's stunt were now stepping through the hole in the door, he knocked into a random civilian as he resumed his retreat, he could hear O'Hare shouting from behind,

"Get him! That monster tried to attack me, he's dangerous! Somebody _get him_!"

Though the people who he was running past at that moment were merely confused, he could hear those from further back cry out in anger, followed by their footsteps. He looked back and saw a good crowd of people in pursuit, some of them were gaining on him. He looked forward again and saw the hole in the town that he initially entered from; a missing gap in the wall that they were currently constructing on. He had to keep pushing forward, if he could just make it a little more…

The Once-ler then heard something creak and shift from his left, he turned and saw a large tall scaffold with several buckets of paint, brushes and various materials and leaning dangerously side to side. He cried out when the whole thing began to fall forward towards him, he closed his eyes and picked up the pace, he ran past in just in time as it all crashed down onto the road. He halted for a second to catch his breath and looked behind him, the scaffold was now in many pieces and the townsfolk that were chasing him screeched to a halt as the debris was now obstructing their path, he gazed at the people sadly before he resumed his run.

O'Hare shoved his way through the crowd and growled at the Once-ler's retreating figure, "THIS ISN'T OVER! I WILL FIND YOU! YOU HEAR ME! I WILL FIND YOU!"

The Once-ler disappeared into the smog.

O'Hare's office chair creaked back and forth slightly as he gazed up in the ceiling, reminiscing on that day, "Yeah that was quite a day, I'll tell ya, the people weren't too thrilled that their mayor was attacked by some disfigured creature from the smoggy wastelands. They were anxious for the rest of my wall to be built, they couldn't bear to think of what would happen if that very creature came back and attacked their children, ever since then it wasn't difficult to turn you into a pariah."

O'Hare straightened his chair and faced the Once-ler, "You did a pretty good job hiding from me I'll give you that but I think it's time I finished what I started all those years ago." He snapped his fingers, "Search him!"

The two bodyguards hoisted the Once-ler on his feet and began patting him down and searched through all of his pockets, when they found nothing they merely shrugged at O'Hare who wasn't very satisfied with that answer one bit.

He got up on his desk, walked over and grabbed the Once-ler by the collar of his shirt, "Where is it?! Where's the seed?!"

The Once-ler merely smiled, "Sorry but I don't have it."

O'Hare yanked at his shirt, his face inches from the Once-ler's, "WHERE ARE YOU HIDING IT!?"

The Once-ler didn't respond but he didn't need to at that point, O'Hare had always been a man of quick wit and it didn't take long for him to put two and two together, "Ted," he whispered to himself, "It's Ted, he has it doesn't he?!"

The Once-ler smirked, "You won't be able to stop him, once he tells everybody about that seed everything will return to the way things should be; trees will begin to grow again, fresh air will come back, nature will return….." He became moved by his own words and what quickly happened next caught him off guard; a weird glowing light formed right in front of his chest, both him and O'Hare stared in awe. A little brown seed slowly emerged from the light before it faded, the seed dropped onto his lap.

The Once-ler was at loss for words, his mouth opened and closed like a fish that was out of water. He couldn't believe it, there was _another _seed! Was he the one that made it? How in the world did he do it? He couldn't figure it out. He started when the short man snatched the seed from his lap,

"Well well…" O'Hare chuckled as he observed the seed, "Looks like you have a little hocus pocus in ya, I never would've guessed it." He looked over at Cyrus and Luke, "Get those bots ready and have them scan out for Teddy's location. As for you….." he sneered down at the Once-ler, he dropped the seed onto his desk and stomped on it roughly, giving out a sickening crunch. The Once-ler cried out in despair, it felt like his soul was being crushed along with that seed. O'Hare chuckled, "Since it seems you can pop these things out like a vending machine, I'm going to have to keep you locked up." He rubbed his chin, "I've always wanted a house plant in my office." He let out a bark of laughter then looked up at his bodyguards, "Lock him up in one of the waiting rooms, make sure there's no way he can get out then in morning we'll transfer him up to my blimp, that way he'll never escape." He gazed at the Once-ler with a maniacal look on his face as his guards hoisted him back up on his feet and dragged him out of the office, the Once-ler was still shocked from the appearance of the second seed that he didn't resist.

O'Hare adjusted his coat proudly as he watched him get dragged out of his office, he turned and noticed Luke was still standing there staring at him, Cyrus had already left to tend to the assignment that he had given them. He snarled, "What are you still doing here?"

Luke took a deep breath, "Mr. O'Hare, with all due respect don't you think this whole thing has gotten a little out of hand?"

O'Hare glared darkly at him, Luke steeled himself and continued,

"Look at him sir, the Once-ler looked like he was barely able to stay up on his feet, don't you think we should get him medical attention of some kind?"

O'Hare marched up to him, the dark glare on his face stayed in tact, "I don't have to explain myself to you in any way, you're on thin ice as it is and if you know what's good for you you'll start getting your act together and do whatever I tell you to do or else you'll be joining Charles out there in the unemployment line, do I make myself clear!?"

Luke didn't respond all he gave was a stoic expression. O'Hare took that as a sign of agreement and with that, he exited his office. Luke balled his fists up in anger and slammed one of them against the wall, a battle of the conscience going on in his head.

* * *

To Be Continued…


	15. Pandemonium

Another chapter up! Hope you all enjoy!

~Response to readers!~

KuraOkami13- Hehe, it second seed did seem a bit random. It was supposed to represent the Once-ler's hope for the future and his trust with Ted. As far as Luke goes, I never had initial plans for him to have any significant role in the story, it just sort of flowed right in. I'm glad you're enjoying my story so far! :)

beanie-art1- Thank you so much! :D

NexIncendius- Aaaaannnndd...fixed! Thank you for finding that for me, kinda embarrassing that I didn't catch that on my re-read. I'm glad the story is flowing smoothly, I do the best I can to make sure it's not OoC.

ClairaKitty- Fantasy and magic has always been my sort of thing! And even though the Lorax having magic wasn't the main point in the story, it's fun to imagine what he _is _capable of doing! I'm glad you like my story! :D

AngetianPrincess18- Hehe, nothing wrong with theorizing, I did it constantly while I waited for the rest of the Harry Potter books to come out. If you liked O'Hare's flashback, then I hope you'll like the second flashback that is coming soon...

masterawesome159- *blushes* I appreciate hearing that a lot, I've always been nervous and self conscious of my writing and drawing, thankfully I am doing better. If you think it's tense now, we're not even at the peak of it!

TheRaven'sComputerDesk- I know that feeling believe me, I have a few story favorites of my own and some of them only update once every few months. I am going as fast as I can, I never want to rush my chapters too quickly though, I want to make sure they're bearable and enjoyable to read for everyone! :D

* * *

The Tree with a tongue

Chapter 14: Pandemonium

* * *

Ted's nerves were so frazzled he wasn't sure how he was riding his bike without wobbling, he acted natural as he rode up and the down the street where O'Hare's ground office was while he tried to formulate a good plan in his head. He hoped that the Once-ler was okay, who knows what O'Hare planned to do with him, all he knew that it was not going to be good. Ted was aware that no matter how good a plan he could come up, getting the Once-ler out would be difficult if not impossible.

"I need to find a reason to go in," he muttered to himself, "Some kind of distraction."

He then discovered a group of younger kids on the sidewalk selling cookies for some club at their elementary school, he just got his idea; he didn't like it but it was better than nothing. He rode over to them and asked,

"Say, how much are a box of those cookies?"

The younger kid's faces lit up while one replied, "They're five dollars a box."

"Great! I'll take two of them." He looked around to make sure no adults were nearby, "And can I borrow one of your outfits? I promise I'll give it back."

The group of kids looked at each other, one of them scowled lightly, "These outfits are for club members only and you're not part of our club."

"I'll give you an extra twenty bucks."

"Deal!"

o~~~~~~~~~~o

With his bike safely hidden where cameras can't spot it, he balanced two boxes of cookies with one hand while he constantly adjusted his two sizes too small vest and sash. He made sure the little hat was on his head securely, puffed up his chest in encouragement and firmly headed towards the front entrance.

He pushed the glass door open with one hand; the waiting area was large, empty and cold. The only other breathing soul in the room was the receptionist who was typing away at her computer.

'_Maybe she won't even notice me.'_

With that wishful thinking, he took gentle footfalls to minimize any sound in his walking, he even crouched a little bit to make his frame less noticeable, he slowly walked past the desk, so far so good, he's just about there, this was almost…..

"Excuse me young man, you can't go down that way."

….too easy.

Ted cringed and shouted a curse in his head before he straightened and put on his innocent smile, "Hi Miss, I was just going to drop off Mr. O'Hare's cookies that he ordered."

The receptionist stared, "That's strange, I always tend to those things for Mr. O'Hare and I never recalled any kid coming in prior to get an order."

'_Don't stutter Ted, stay calm,' _"Oh none of us came in to take his order, he came right to our school after he heard about our charity club and personally ordered some himself."

The receptionist rubbed her chin, "That doesn't sound like something he would do….." she muttered to herself.

Ted continued, "He was so polite; caring about us kids like that, he's such a great man!" The urge to gag became very strong.

The receptionist smiled sweetly, she didn't want to falter any positive image her boss had gotten with the schools, "He sure is, that's why he's our mayor." She pressed on the button on her intercom, "Mr. O'Hare, there's a nice young boy here who's dropping off your cookies."

Ted panicked, he didn't plan for O'Hare to come to _him_.

There was no response.

The receptionist held down the button again, "Mr. O'Hare?" she paused for another moment, "Huh, I guess he's not in his office at the moment. If he's already paid for them, I can just take them for you and hang onto to him when I see him next."

Ted cursed to himself again, he had to get inside! Just then he had another idea, "Oh….okay, but uh…..they need to be refrigerated."

"Cookies?"

Ted nodded eagerly, "Oh yeah! Mr. O'Hare would want the chocolate on his cookies all mushy and melted and they taste much better cold!" He handed the boxes up to her reach which she tentatively accepted.

"Oh….well….okay then. Thank you." With that she calmly got up and walked into the small room in the back with the boxes of cookies.

It was now or never.

Once the back door was firmly shut Ted bolted down the carpeted hallway, he skidded to a halt once he was around the corner and out of any possible sight from the receptionist. He took a few deep breaths to calm his frazzled nerves before he looked around, there were many doors in this hallway and this was just the ground floor, he knew the building had to have at least thirty floors. He didn't have the time to look at every single door on every floor, he would surely be caught by then, he had to think smart.

"Let's see, if I was an evil business man and I found someone that I didn't want anyone in town including my own employees to know about, I would hide him…" he paused in his thoughts, "On the top floor!" Most likely not many people work at the top floor, he could start up there and work his way down, with that he made his way to the elevator, unaware of the small camera with its focus set on him.

The lights in O'Hare's office flashed red, the screen lowered down revealing the camera video of Ted as he pressed the up button on the elevator, it tried to alert that Ted Wiggins was in the building, but there was no one in there to acknowledge it.

When the elevator doors opened, Ted made a slight high pitched noise in his throat when he saw a few people present in there; all of them stared bewilderedly down at him. He flashed his teeth in a big smile and meekly walked inside, the employees shrugged at each other before they exited the elevator and continued with their routine. Ted let out a relieved sigh after the elevators closed shut, he jabbed the button with the highest number on it and waited in the center patiently. He smiled and played it cool whenever the elevator would stop to pick up an occasional person, this only went on for five minutes but to Ted it felt painfully longer than that. He finally reached the top floor with only him to leave it, he practically tumbled out and quickly scanned around, thankfully there were only half a dozen closed doors and a pair of double doors at the very end. He discretely opened every single door, each of them being nothing more than an empty conference room (how many conference rooms does a guy need?) He passed by another camera that also alerted O'Hare's empty office.

Ted approached the closed double doors and quietly turned the handle, when he opened it he quickly retracted a bit to stay hidden, this particular room was definitely different; it was a lab of some kind with several people walking about getting stuff done, he noticed they were repairing a robot of some kind off in the corner that looked as though someone had thrown an axe through it. He felt defeated and gently closed the door, clearly the Once-ler wasn't on this floor; he was going to have to check the next floor down.

He jumped at the sound of a metal door slamming shut towards his left; he discovered that there was a tiny hallway that wrapped around the conference rooms to the left, shadows were seen on the floor along with a familiar annoying voice, he panicked and dove for a small nook in the wall that contained an emergency phone, he pressed his back against the wall as much as he could and held his breath. He listened as O'Hare and his goons emerged from the small hallway and walked past the nook as they headed towards the elevator,

"At this rate I might not even have to worry about him anymore, hopefully he'll collapse in that room." O'Hare ended his sentence with a laugh, which made Ted scowl. He was extremely thankful they didn't see him, when he knew for sure they disappeared behind the elevator doors he reemerged from the nook.

o~~~~~~~~~~o

Meanwhile in the lab, Luke sat in front of the security monitors not making any attempt to do anything, he didn't want to take part in repairing the stupid spybot, quite frankly he wished they left it broken for he didn't trust those things at all. Suddenly he spotted something interesting on one of the screens, he noticed a boy was looking around in the hallway on their floor before he disappeared off camera. Luke looked over at the double doors before he began putting pieces together, he looked to make sure the others in the room weren't looking before he got up from his chair and walked out of the room.

Ted ran down the small hallway where the short man came from and noticed there was a rusty heavy door at the end, a hopeful smile appeared on Ted's face as he approached it but it quickly faded when he realized the handle on the door also had a small slit where a card could be inserted as well as a keypad.

"No…..no no." He turned the handle even though he knew it wouldn't open, he gripped his hair in frustration, this was something he could not work around; he needed a card key but only employees possessed those, he was at a dead end.

When he turned around, he froze at the sight of a man staring down at him with an unreadable expression on his face. He was definitely in trouble now, how was he supposed to explain why he was up here?

"I…I uh….."

The man reached for his pocket behind him, Ted quickly squeezed his eyes shut, completely anticipated for the worst but after a moment nothing came. He opened his eyes and looked up, the man still stood there calmly, only this time there was a card key dangling in front of his face on a nylon cord.

"The code is 5218, after you get him out there's going to be a power outage in the building, you'll have about three minutes before the backup generator kicks in, that's all the time I can give you."

Ted numbly took the card key, "Th…thank you. Uh, who are you?"

Luke smiled, "That doesn't matter now, you're a little sensitive for time as it is."

Ted snapped out of his daze, "Oh…right!" He shoved the card in and punched in the code, he cracked the door open slightly before he paused, "Thank you aga…."

But when he turned to face the man he was already gone, Ted didn't have time to dwell on it though he had to get the Once-ler out. He pushed the door open and walked into what looked to be a worn down storage room; thick cement walls, shelves of miscellaneous things, no windows and a single light bulb was the only means of light. Ted looked down and spotted the Once-ler laid on his side in the corner of the room with his wrists tied behind him, he rushed over to him and fell down to his knees,

"Mr. Once-ler!"

Once-ler was startled out of his fatigued daze and looked up at Ted, the light from the bulb overwhelmed Ted's frame, making him look like a silhouette.

"T-Ted?"

Ted reached over and tried to get the ropes loose, "Yeah it's me, I'm gettin' you out of here."

The Once-ler was still trying to wake up as he struggled to reply, "H-how…..How did you….? Why…?"

Ted got one knot loose, he frowned, "Cause it's my fault you're here; that you got caught. I couldn't just leave you here." He got the second knot loose and with that, he pulled the ropes off the tall man's wrists and dropped them onto the floor. After he helped him up, the Once-ler quickly grabbed his shoulders,

"The seed….where's the seed?" he asked franticly.

Ted smiled, "Don't worry I don't have it with me, I gave it to Audrey to help hide it for me."

"What?!" The Once-ler gave Ted a rough shake, "I trusted _you _with that seed Ted and you gave it to someone else!?"

Ted winced when he was shaken, "I couldn't bring the seed with me, that was too big a risk."

"Then why bother saving me!?" The Once-ler shouted, "I'm not worth saving!"

"Yes you are!" Ted snapped back, "You're my friend!"

The Once-ler froze, "W-what?"

Ted sighed, "You're my friend and I don't leave friends behind like this. Listen, Audrey won't harm the seed, she cares about the trees even more than I do. Trust her like you trust me."

The Once-ler soaked in his words. Trust her? He didn't even know her but Ted seemed to have faith in her. However, these days it proved him difficult to trust others, it took awhile for him to trust Ted. He then remembered the others words the boy said that got to him,

"Am I really…..your friend?"

Ted smiled and nodded.

The Once-ler wasn't sure what to say, he never had a friend before, except the Lorax but even he wasn't sure about that. He fought back any pending tears and smiled down at the boy.

Ted quickly got up and helped the Once-ler to his feet, "Come on, we have to get out of here."

The Once-ler followed him, "How do we do that without being seen?"

Ted smiled and faced the opened doorway as he gently pulled the Once-ler with him, "We have some help…"

o~~~~~~~~~~~~o

Luke kept his eyes glued to the one security monitor screen while he nervously drummed on the control panel with his fingers, what the heck was taking the kid so long?

He started when he spotted him and the Once-ler on camera heading towards the emergency stairways. Luke smiled, the kid was definitely smart; using the elevator wouldn't have worked if the power was out. With that he got up from his chair, he felt a strange kind of numbness in his limbs, he hardly recalled ripping off his employee name tag as he walked over to the corner of the room where there was a hot pot of coffee brewed and ready to be consumed. He gently picked up the coffee pot and walked back over to the controls, Luke stood and stared for a moment; he felt he was on the edge towards turbulent waters, once he did this there was no going back. One employee walked by him and stared,

"What are you doing Luke?"

Luke smiled numbly and lifted the coffee pot over the controls, "Quitting."

o~~~~~~~~~~~o

O'Hare and his guards finally arrived at his office, what they didn't expect was the office flashing red with alarms and several surveillance videos on his screen where Ted previously had been seen.

"What the heck is going on?!" O'Hare shouted.

No more than a second after he said that, the surveillance began to flicker on and off before they completely went out, along with the lighting in his office. O'Hare shouted with rage and shoved his way past his guards and down the hall, passing a couple of confused employees along the way and finally approached the receptionist's desk.

"What is going on here?!" he shouted.

The receptionist who was on the emergency phone, covered the receiver with her hand, "There's some kind of short circuit sir, I'm on the phone with the top floor right now, it sounds like one of the engineers went crazy and poured coffee over the main controls."

"What!? Who?!"

She asked over the phone and quickly got a response, "It was Luke Mr. O'Hare."

"Luke." O'Hare snarled, "Why would he do something this stupid?" He then recalled the surveillance videos that were popped up on his screen right before the power went out; normally the security doesn't go off unless it was an unwanted intruder who wasn't part of the staff. He looked back up at her, "Did anybody come in here recently?"

The receptionist hung up the phone, "There was a boy who walked in earlier…"

"A boy?" O'Hare repeated, his voice turned low and dangerous, "What boy?"

She didn't like the tone in her boss' voice. She stuttered, "H-he came in about fifteen minutes ago, he said you came by his school and bought cookies for him…..Mr. O'Hare?" She watched as O'Hare quickly walked away from her.

O'Hare had to no choice but to use the stairs to get to the top floor, he snapped his fingers and on command, one of the guards picked him up and with that, they walked through the door towards the stairway and began their way up. Right as the door closed another right across from it opened where Ted and the Once-ler stumbled out, Ted leaned against the wall to catch his breath while the Once-ler fell to his knees. Ted rushed over to him,

"Mr. Once-ler are you okay?" he panted.

The Once-ler struggled to catch his breath as he shook his head, "I'm not feeling so well Ted."

Ted pulled him back up to his feet, "My bike is just outside, you can rest at my house." The two jumped and looked up as the power began to turn back on, Ted dragged him, "Come on, we gotta move!"

They rushed down the hallway and the receptionist spotted them, "Hey! You're that boy!"

Ted didn't bother to reply as he and the Once-ler were already out the doors.

o~~~~~~~~~~~o

Once the backup generator came on, O'Hare and his guards exited the stairway and went up the rest of way via elevator. When they arrived on the top floor they wasted no time; O'Hare ordered the guards to get Luke for him while he made his way over to the room where he kept his 'guest of honor.' When he opened the door, O'Hare stared in horror when all he saw on the floor was discarded rope and a card key revealing Luke's picture.

As he slowly picked up the card key, O'Hare was practically blinded with anger; he clenched his one fist until his fingernails were digging into his palm while he bent up the card key in his other hand. He heard his guards walk into the room with Luke arm locked in between them.

O'Hare slowly turned to face him, "I have to admit, I never expected this from you."

Luke didn't respond, he just stared.

"You knew the consequences, so why did you do it?"

Though the pain from the tightened grip on his arms spread, he didn't wince, "I'm tired of being involved in this game you put all of us through, especially when you treat us like dirt. If a kid like Ted can stand up to someone like you then so can the rest of us."

It happened so fast, the next thing Luke knew he was doubled over on the floor after one of the guards punched him in the gut.

O'Hare's snarl almost sounded feral, "Teddy's going to find out soon enough what happens when he goes against _someone_ like me." He began his way out the door, he stopped however when the guards bent down to pick him up, "NO!"

The guards paused.

"Keep him locked in here, let him rot."

Their brows raised in shock behind their shades.

O'Hare turned to them, the whites of his sharpened eyes practically glowing, "YOU HEARD ME! What I say goes, got it?! _HE-STAYS-IN-HERE_!"

Though still uncertain of their boss' irrational choice of action, they walked away from Luke and followed him out the door, shutting it hard behind them. Luke grunted in pain as he laid there for a few moments, he knew his card key was bent up and out of use and even if it wasn't, it didn't open doors from the inside. Once he was sure that O'Hare would be off this floor, he gently reached into his pocket and took out a small set of keys, one of which can manually open any door in the building; inside and out.

He almost chuckled, "Just because you're a powerful man O'Hare, doesn't mean you're smart."

o~~~~~~~~~~~~o

O'Hare walked back into his office, a deadly calm on his face as he approached his desk.

"I never thought I had to use this for real."

He entered a code and a little compartment on the top of his desk opened, a giant red button emerged from it. He eyed it for a moment, a smirk slowly formed on his face,

"I tried to warn that kid, I tried to tell him to not meddle in this but he didn't listen, oh no he rather 'do the right thing,'" he had a hint of mockery in his voice at the end, "Well let's see how well he fares with the whole town against him."

With a clenched fist, he slammed down hard on the button.

o~~~~~~~~~~~~o

Several tall speakers that were installed all over town sprang to life as a haunting siren roared from their speakers, the townsfolk of Thneedville all paused from their daily routines and stared up at them in silence.

"What's going on?" One woman asked.

"Why is the Once-ler drill going off? It's not the first Tuesday of the month." A man spoke.

It didn't take long for them to put two and two together. The town scattered in panic, mothers screamed as they scrambled for their kids, some who started crying at the sudden panic around them, homeowners all rushed into their homes, they deadbolted their doors, closed their garages and shut their blinds.

o~~~~~~~~~~~o

Kyle lifted the blinds and peeked out the window, the familiar scary sound of the siren rang in his ears. His street was fairly close to the market district so he had a good view of it from his house; he watched as the people stumbled out the doors from the markets, some tripping over and stepping on others, some knocked over outdoor eating tables and outdoor displays in a panic. It scared Kyle. This was something he had never seen happen in the normally happy peaceful town of Thneedville.

The town was in pandemonium.

He let the blinds settle against the window, he couldn't watch anymore of it. He looked into the living area where his parents scrambled all over the house to make sure everything was locked tight, seeing his parents get scared was horrible enough let alone the town, it felt like the world itself was ending.

He collapsed on the couch, why was Ted doing all of this? Why couldn't he just leave things the way they were? This town was a perfect place to live in after all…..wasn't it?

Ever since they were kids, Ted was always the one that wanted to wean away from the boring routine and try something daring and exciting, heck that was the main reason why he started bike riding and soon after Ted convinced him to do it as well. But this was completely different; this was definitely exciting but not in a good way and it was affecting everyone. So why was he still doing it?

Did that tree seed mean that much to him? So much that he was willing to cause such a stir?

Kyle bunch his legs up until his forehead was resting on his knees, he wished he was as bold as Ted was.

o~~~~~~~~~~~o

"Audrey! Close the door!"

But Audrey didn't listen; instead she stood at the doorway as she looked up and down the street, keeping an eye out for Ted. It's been close to two hours, does she go to his house even if he's not there? She had to plan her action carefully, with the sirens going off it's going to prove difficult to leave the house.

She felt his father grab her shoulder, "Audrey, don't ignore your mother and close the door! The Once-ler could be anywhere out there!"

She gasped as her father pulled her back inside and shut the door; she turned and watched her parents leave the living area before she made her way up to her room. Once she shut the door she quietly locked it and made her way over to her bed, she lifted her pillow where the seed was caressed in one of her shirts shaped like a nest of some kind. She carefully laid on her bed and rested her hands on her chin as she stared admirably at the seed,

"You're so small and fragile, it's hard to believe you'll become a big tree someday."

Audrey was still trying to grasp this whole situation, especially with the Once-ler. She, along with all the other kids in town had grown up with all the stories and promotions by O'Hare about how gruesome and terrible the Once-ler was. But the way Ted talked about the Once-ler, it was like he was a regular person, could that be true? And did the Once-ler really have this seed all this time? Nothing seemed to make sense anymore.

What touched her the most was Ted.

Even though it seemed Ted knew her, she hardly knew him even though they were neighbors. She felt guilty for that but it wasn't just him, she was like that with all of the other neighbors, even though she had plenty of friends she was never the outgoing type. Now, after the two of them officially talked for the first time, Ted went out of his way and endangered himself to find her the one thing she's always wanted….and he succeeded. She was so happy that somebody other than herself found a liking to real trees as opposed to just dismissing them as weird.

"Don't worry little guy," she said softly, "We'll make sure you get planted, then you can have all the water and sunlight you can handle, I'll make sure of that."

She gazed up towards her window. She hoped Ted got to his house soon.

o~~~~~~~~~~o

As he evaded the panicking townsfolk with his bike, Ted gazed up at the speakers in horror as they rang throughout town.

"Oh no…"

The Once-ler followed Ted's gaze, "What? What's going on?"

"The sirens," Ted continued as if the Once-ler didn't say anything, "I completely forgot about them!"

"What sirens?" The Once-ler asked again, growing exasperated.

Ted flinched and slowly looked over his shoulder at the taller man, "So…..you might get a good laugh out of this."

To Be Continued…..


	16. Coming Together

Sorry about that little delay, as I worked on the chapter it gotten...extremely long, let's just say I'm still not done with it. So I ended up making the decision by splitting the chapter, I think you guys waited long enough hehe.

~~Response to readers!~~

KuraOkami13- Lol, you know what's funny I never originally planned to give Luke any side role in the story, it was one of those things that just...developed.

AngetianPrincess18- Yeah, Ted's sneakiness and fast acting in the movie gave me the impression that he was a smart kid for his age.

TheRaven'sComputerDesk- Muahahaha! Indeed I am! I always believe a good story should fill you with all kinds of emotions, the Harry Potter series did that with me.

beanie-art1- Yeah, O'Hare is about to put all his cards on the table, let's hope Ted and the others will be one step ahead.

KuraiArcoiris- Wow, I'm striking everyone with emotions, lol! Strangling someone is a perfectly healthy emotion...just as long as it's not literal haha!

masterloki159- I normally update every couple weeks, this particular one was longer cause the chapter kept going. I love writing this story so much! It's a shame that we're slowly reaching the end but who knows maybe I'll write some short stories based on this universe, hehe.

yapook- I like it too! For some reason I've had the idea in my head since I first watched the movie. In fact, my whole idea of how he became one with the tree was completely different when I first started writing it.

Here's the next chapter! Enjoy!

* * *

The Tree with a tongue

Chapter 15: Coming together

* * *

"Hurry hurry! Get in!"

Ted waited patiently as the Once-ler climbed through his opened window with him following closely behind; he quickly turned around, shut the window and locked it. Now that they were safe, they can finally take a moment to rest; the Once-ler sat on his bed while Ted sat at his desk.

The Once-ler covered his face with his palms, "I can't believe this."

Ted let out a deep sigh, "Yeah, I'm kinda surprised my plan worked too."

The Once-ler tensed up as he shot a glare, "Not about that! I can't believe that crazed maniac has made emergency drills that alerted my presence, and you're the one that wanted me to go into town in the first place!"

"I'm sorry, I didn't think about them. The only time they ever went off was the first Tuesday of every month for testing, it's been that routine all my life that I completely forgot about their actual purpose."

The Once-ler deflated as he observed Ted's guilt ridden face, he slowly placed his palms back on his face. Ted turned his chair so he was facing him and gestured some reassurance.

"Look, we have some time to plan. Right now the important part is to tell my Grammy and my Mom about you, and to wait until Audrey comes over, hopefully she'll find a way to sneak out of her house." Ted walked over and placed a hand on his shoulder, "So there's no reason to panic at all."

"Ted!" A voice came from the hallway.

Ted panicked, "OH CRUD! HIDE! HIDE!"

Ted yanked the Once-ler to his feet as he desperately looked around for a spot to hide, he spotted his closet and with that he threw the door open, shoved the taller man inside and slammed the door behind him.

Ted turned around just in time to watch his main bedroom door open, revealing his mother. He folded his arms behind him and smiled wide, "Hey Mom."

Helen sighed and let her shoulders drop with relief, "Ted, thank goodness you're home. The sirens are going off and you were still out there somewhere, I got so worried….." She walked over, got on one knee and placed gentle hands on his shoulders, "Are you okay? You're not hurt are you?"

"N-no, I'm okay."

Helen smiled, "Thank goodness." She quietly got to her feet and after a pause, her expression changed as instant as flipping a light switch, "THEN YOU ARE IN SO MUCH TROUBLE!"

Ted cringed and took a step back, "Mom listen, I…."

"I have just about had it up to _here _with this behavior of yours!" She threw a flat palm above her forehead to emphasize her statement, "I am not leaving this spot until you explain yourself!"

The doorbell rang.

Helen tensed up like she was about to lose her mind, she quickly took a deep breath to calm herself before she glared down at her son, "Don't…move." To confirm her point, she snatched the keys to his bike from his desk and shoved them in the pocket of her dress as she walked out his room.

Ted groaned, "I have a feeling telling her is not going to be easy."

He then remembered the Once-ler; he rushed over to the door and opened it to check on him, he was met with a pained look from the Once-ler, "You're Mom seems a little upset."

Ted laughed weakly while he rubbed the back of his head, "Yeah well, leaving town didn't go well for my Mom so I had to sneak out this morning."

"Ted….."

"Ted!" Both the Once-ler and Ted jumped, "Mr. O'Hare is here, he wants to talk to you!"

The two gazed at each other with a look of horror. Ted replied, "Be right there!" He turned back to the Once-ler, "Everything will be fine, just stay in here." With that he practically shut the door in his face before the taller man even had a chance to respond. He rushed out of his room and practically stumbled his way down the stairs, he paused halfway when he saw O'Hare sitting on the couch perpendicular to his Mom; there was a crazed look in his eyes. Another thing he didn't like was how close his two bulky guards stood beside his Mom, which made her very tense.

"Ted…" His Mom started.

"Ms. Wiggins, there's nothing to be concerned about, I just need to discuss something important with your son."

"Care to explain to me what it's about, I think as his _mother _I have a right to know_._"

O'Hare shot her a sharp look, "Say, you know what will take the tension out of this room? Those peanut butter and chocolate chip cookies I missed out on last time. Why don't you whip some up?"

Helen glared, "I'm not going anywhere."

O'Hare inhaled sharply through his nose as his lips pressed together in anger. He snapped his fingers and one of the guards grabbed her roughly by the arm,

"Hey!" Helen shouted,

"Mom!" Ted rushed down to the bottom of the stairs, "Let her go!" he snarled.

"Oh no, she wants to get in on what's going on then she's more than happy to listen." He hopped off the couch and chuckled, "You're aware of the sirens that are going off right Ms. Wiggins?" he didn't bother to wait for a response, "Well this town has every right to be afraid for the Once-ler is indeed on the loose in my beautiful town," he glared over to Ted, "And your son here is most likely hiding him in this very house."

"What?!" Helen shouted.

"I know you have him in here Ted," he smirked slyly at Ted, "I also know you have the other thing that I want; I think you know what I'm talking about." He slowly walked up to him, his features darkening as he growled, "Hand them both over to me. Now."

Ted was not at all fazed by his threatening glare. He gave a slight shrug and replied, "I'm sorry, I have no idea what you're talking about."

O'Hare shouted in rage, "Alright, I've had enough of this! I have no idea how you snuck into my building, or how you got one of my employees to help you but I'm ending this game!" With another snap of his fingers, the other guard walked up to him. O'Hare smirked, "Well, if you truly have nothing to hide, then you'll have no problem if the two of us checked your room!"

With a sharp jolt of fear, Ted put his palms up and stopped the guard in his tracks as tried to get up the stairs, "No! You can't!"

"Ted!" Helen tried to move but the guard that held her arm yanked her back, she tried to pry him away, "Get off of me you big oaf!"

Meanwhile, Ted was pushing against the stairs with his feet as his only means of force to keep the guard back but even then he was slowly losing, "You can't go in my room!" When they reached the top of the stairs the guard shoved the boy out of their way, Ted watched in horror as they stormed towards his room, they would find the Once-ler for sure.

"Find them!" O'Hare shouted, "Turn this whole room inside out if you have to!"

Ted stumbled into his room in time to watch it get torn apart by the two; they checked under his bed, they emptied out his desk drawers, lifted his rug, ripped books and stuff off his shelves.

Ted held his breath when he saw O'Hare set his eyes on the closed closet door; the shorter man sneered as he slowly approached it, got on his tip toes and gripped on the handle.

Ted closed his eyes, he couldn't watch; the Once-ler was going to get caught and there was nothing he could do about it, he listened as O'Hare threw the door open with a triumphant shout, "Ah-HA!."

There was nothing there.

O'Hare deflated in defeat; however that still didn't stop him from ripping it apart. Ted eventually opened his eyes when heard the contents of his closet get thrown everywhere, he couldn't believe his luck; the Once-ler wasn't there, he was still safe.

But then where was he?

As he pondered on that question, he didn't notice the guard grabbing him by the shoulder and dragging him over to O'Hare, who grabbed one of the boxes that was in his closet as a step stool. Once Ted was planted in front of O'Hare, the shorter man glared at him murderously as he grabbed the collar of his shirt.

"_Where_. _Is_. _He_?"

Ted shrugged with a small smirk, "Not here obviously."

O'Hare growled, he pulled him slightly by his shirt then forcefully slammed him against the wall, "I SAID WHERE IS HE!?"

As Ted gasped in pain, the guard stared at his boss in shock; even he would never physically hurt a civilian, let alone a child. He tried to approach his boss to calm him down but O'Hare shooed his arm away.

"Get back!" O'Hare snarled, "I don't need your help for this!" He pulled Ted toward him briefly then slammed him against the wall again, much harder this time. O'Hare sneered as he heard Ted gasp in pain again, "I can do this all day Teddy!"

"No you will not!"

The next thing O'Hare knew, one of his arms was ripped away and being twisted quite painfully. He looked over in shock as Helen put him in an arm lock,

Helen growled at him, "You listen to me very carefully you crazy baby man, I don't care _who _you are; you never _EVER _lay a hand on my son!" She yanked him off the box and threw him over to the doorway, "Now get out of my house!"

Everyone was silent after that. O'Hare cradled his arm with a look of pure shock on his face; he was clearly not used to people talking to him like that. His shock was gone in an instant as he dusted the sleeve of his suit, "Of course of course, I can see Teddy needs a little time before he'll tell me the truth." He threw a glance at Ted, "In fact, take all the time you need but just remember one thing, you're going to have to leave this house eventually and when you do, I'll be waiting." He promptly found his way out of Ted's room; the guard glanced at the two Wiggins before he tentatively followed his boss.

After the two heard a faint sound of the front door being slammed rather hard, Ted snapped out of his daze and rushed over to his closet and looked inside, "Wh-where did he go? I don't understand."

As he looked around with a confused expression, Helen found herself in an interesting situation; she quickly recalled what O'Hare mentioned downstairs and began to put everything together, "Who…..who's 'he' Ted?"

Ted didn't respond, instead he found something on the floor beside his closet; it was Grammy's cane. Realization came at him like a bag of bricks, "Grammy? Where's Grammy?" He picked up the cane and rushed out of his room, once again ignoring his Mom's protests. He rushed towards the opposite end of the hall where his Grammy's room was; he skidded to a halt against the carpeting and gaped at what he saw.

The Once-ler, resting comfortably on his Grammy's bed while she gently handed him a glass of water. She patted him on the shoulder as he obligingly drank the liquid. She then turned as Ted calmly approached the two,

"Ted there you are, oh and you brought my cane, how nice of you."

Ted let out a relieved laugh, "Grammy, how did you…" he shook his head, he had chosen not to bother questioning it, "You really are awesome Grammy."

Norma giggled, "Well of course I am."

The two jumped when they heard Helen shout from behind them, "Ted! When I ask you a question you don't…." her sentence died out.

She froze as she spotted the individual on her mother's bed, followed by a scream, causing the other three to cover their ears. Ted cried out at what she was doing next; she picked up her mother's lamp from the table, yanked the cord out of the outlet and advanced on the Once-ler.

The Once-ler shielded his head with his arms as Ted rushed in and obstructed her path, his hands raised at her, "Mom! No!"

Helen raised the lamp more, "Ted! Get out of the way!"

"No! Listen to me! He's not….!"

"_Helen_!"

After they heard Norma raise her voice like that, the other two members of the Wiggins family froze. What happened next was even more shocking, Norma raised her cane high enough and bonked Helen sharply on the head with it.

Norma's spoke sharply again, "Helen you put that lamp down this instant."

Helen was still rubbing the top of her head, completely shocked by her mother's action, "M-Mom, I….."

"I said put it down, this is _not _how we treat our guests."

Helen remembered hearing that tone of voice from her mother whenever she got in trouble and was shocked that she still had it in her. Frozen on the spot, she could only place the lamp slowly down onto the floor.

Everyone in the room relaxed, including the Once-ler as he lowered his arms. Ted let out a deep sigh, "Mom….this is the Once-ler, the _real _Once-ler."

Helen refused to take a step closer. Instead she leaned over to get a better look at the man's face, in which the Once-ler looked away shyly. She held a hand to her forehead; trying to figure all of this out was giving her a headache, "I-I don't understand…..you're obviously not human…..but…you're also not at all what…what O'Hare said."

Ted frowned, "That's because the man was lying, he's been making up stories about him to prevent any safe place for him to hide. Mr. Once-ler has something that O'Hare's been keeping from us for a long time and he's trying to get rid of it and him."

Helen stumbled until her shoulder was pressed against the wall, still trying to take this all in, "Okay…so what exactly does it….I mean, what exactly does _he_ have that's so important?"

Ted rubbed the back of his head, out of the corner of his eye he could see the Once-ler's gaze set on him that says 'Where is it Ted?' "Well, once Audrey gets here, I'll be able to show you."

And with wonderful timing, the doorbell rang. Ted's face brightened up, "That must be her!"

Helen watched as her son rushed out the room, she turned and face the other two, "Who the heck is Audrey?"

The Once-ler meekly replied, "All I know, is that it's some girl he has a crush on, or at least the way he talks about her."

After being told all these years that the Once-ler was a vicious creature, having him talk like a regular person seemed too weird. Still, she found herself responding, "Crush?"

Ted skipped the last few steps in one giant jump, he rushed up until he almost collided with the door and opened it. He couldn't help himself but feel heart struck by Audrey's presence even during a dire situation, he hardly noticed her uncomfortable expression as she was preoccupied of whatever was behind her.

"Audrey," he smiled.

Audrey jumped and turned around, "Oh Ted you're home, that's good." She turned her head again, "What's going on out here?"

Ted raised a brow, "What do you mean?" he looked around her and his eyes widened; there was an O'Hare Air delivery truck park right across the street from his house with one of O'Hare's goons acting natural by pretending to read a newspaper but Ted could see his sunglasses peeking over the top. Another thing he noticed scared him, there were four strangely familiar bots encircling his house; their spider like legs inching left to right in anticipation as if they were waiting for him to step foot outside his house.

"Oh man…" he gasped.

"What in the world are those—ahh!" Audrey cried out when she felt Ted grab her hand and quickly pulled her inside, shutting the door behind them.

Ted quickly pulled the curtains shut and turned to her, "Did you bring the seed?"

Audrey took the seed out of her pocket, "Of course."

Ted smiled, "Good. Come on, there's someone I want you to meet." He rushed up the stairs with Audrey following closely behind him, he quickly halted in front of his Grammy's room and turned to her, "You just have to promise me not to scream."

"Uh, o-okay I promise."

With that, he gently guided her into the room, Audrey froze on the spot when she noticed the man lying on the bed. Ted smiled, "Audrey, this is the Once-ler."

Audrey gasped and took a step back, but Ted stopped her, "No-no! Its okay, he's not dangerous. He's the one who gave me the seed."

Audrey just stood there with an unreadable expression on her face as she stared at the Once-ler who tentatively stared back, with careful steps she slowly walked up to him, she squinted her eyes as she got a closer look at him. She spoke softly, "You look just like a Truffula tree."

That statement caught everyone in the room off guard, including the Once-ler. While Helen's whispered words, 'What's a Truffula tree' could be heard in the background, the Once-ler tentatively replied, "W-well, technically I am a Truffula tree."

Audrey took his words in for a moment before she did something unexpectedly; she sniffed the air around him. She smiled, "It's true, they do smell like butterfly milk."

Ted smiled in relief, Audrey definitely responded better to him than his Mom did. The Once-ler smiled softly at her before his expression suddenly jerked; as if he heard something that no one else in the room did. He spoke urgently to her, "The seed? Do you have the seed?"

"O-Of course, it's right here." She opened her palm and held up the seed to her.

The Once-ler gently took it from her and looked at it closely, "Did you do anything to it?"

Ted at first thought the man accused her of harming it, but before he could defend her she responded, "Well I heard that seeds needed water, so I gave it a little before I left. Why?"

The Once-ler smiled down at the seed, "Because…it's about to germinate."

"Germinate?" Ted asked, "What does that mean?"

The Once-ler held the seed out slightly, "Come look for yourself."

Everyone in the room slowly gathered together and watched as the little chestnut brown seed split open, and a little green sprout with faint stripes on the stem slowly emerged, everyone gaped in awe at the miraculous process.

"It's alive." Norma whispered, her voice quivered with weeping joy.

"Of course it's alive," the Once-ler calmly replied, "It's just been sleeping. Seeds are able to sleep for a long time until a little water and sun wakes them up."

Norma wiped a built up tear in the corner of her eye, "I'm so happy you kept it after all these years." Her statement made everyone in the room turn their heads towards her. She giggled at the confused look on the Once-ler's face, "Don't you recognize me?"

Helen, Ted and Audrey had no idea what was going on, the Once-ler however, let out a small laugh, "I can't believe it," he spoke softly, "Little Norma, it's really you. I thought….I thought after all these years, you…you'd be…."

"Oh please I'm not _that _old, this ol' girl is still going strong!" She took a long gaze at the Once-ler, "But you….you looked like you haven't aged a day, it's like time hasn't moved at all."

After the long silence from the others, Ted broke it as he started, "Grammy….."

She turned to him, "I knew I made the right choice by telling you dear and I'm sorry I've kept you in the dark, I just wanted you to get to know him the way I did." She took a deep breath and turned towards the other three, "I suppose it's time I told you all how I met the Once-ler."

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In case any of you were wondering how Helen escaped, she kicked his butt is what she did! Lol!

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To Be Continued…..


	17. Norma's Tale: The girl and the tree

Boy, this chapter was tough! I had to walk away from it a couple times otherwise I would've chucked my computer out the window. However I am glad on how it turned out, this was one of the chapters I was ocd on; I wanted it to be the way I pictured it. Also as an added bonus it's a long, 30 page chapter; almost 10,000 words! :D

I know some of you have been concerned on whether this story was going to have a Once-ler/Norma pairing in it. Though this chapter will provide the answer, I will say it now; this is NOT a Norma-ler story. If it was, I would've put a warning in my description just like I did with my second story. I think the Norma/Once-ler pairing is cute; it leaves a lot to the imagination but I also understand why others would be put off by it and I completely respect that. Since this story is based off the movie itself and there were no hints or signs at all of any romance between the two, I wanted to keep it that way.

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~Response to Reviewers~

Invader Kiwi – I'm glad you're enjoying it! :3

Yapook- Lol I suppose it is a Once-ler baby in essence. I'm glad the makers didn't push for any romance either, it would cause it to steer away from the main (and very important) message and theme of the movie/book.

Beanie-art1- Yes! Never underestimate a mother's wrath!

RobinMakesMeHappy- I'm glad you like it!

Oncie's Sweetheart- I respected Helen a lot too! I always pictured her as the type that can easily defend herself as well as kick anyone's butt if she needed to.

Ravenhearst- Awww, thank you! :3

AngetianPrincess18- They made it for now but they still need to get to the center of town! *gasp!* I hope you enjoy Norma's tale. :)

Guest- You can't beat classic humor! You just can't! That part was one of my favorites, mainly because it seemed to fit so well; like it was something you would expect in the movie itself. Germany huh? Very nice! When I noticed I had readers from different countries I said to myself 'Yay! I'm making people happy all over the world!' :D

Sadly my title was 3 letters too long to put in so there will be a one word difference. But enough of my blabbing, onto the chapter!

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The Tree with a tongue

Chapter 16: Norma's Tale: The little girl and the tree

* * *

_I'll never forget the first time I saw him._

All she could see were endless bodies as a mass of people crowded around the center of town, the only thing that kept her from getting lost was the firm grip from her mother's hand. Little six year old Norma looked up and watched her father as he seemed to be throwing things at whatever the town was watching, while yelling angry words that she never heard from him before, it almost scared her of how he was acting. Her curiosity became too much as she managed to squirm free from her mother's hand grip and fought her way in between the crowd of people, ignoring her cries. After what seemed like forever, she finally found herself at the front of the crowd, she could only stand there and watch at the scene before her.

_I didn't understand what was going on, to see the people in my hometown go from being friendly and calm to anger and shouting was scary, and it all seemed to be directed at this one man._

She flinched as she heard the sounds of the rocks, apples and tomatoes pelting flesh and bone. She felt terrible for the man they were all aiming at; the way he tried to cover the important parts of his body, the mortified and defeated look on his face. A part of her wanted to help but she was terrified; if she did would they all get angry at her too? Would they start throwing stuff at her? Was there a reason to be angry at the man? All these questions fought with one another in her head, which as result made her tear up. She hardly acknowledged her mother as she grabbed her hand and dragged her back into the crowd of people.

_I haven't seen him since he left town and everything went back to the way it was but even that was short lived. Even after he left I was seeing changes….._

It would have been another typical day of shopping for Little Norma and her mother but this particular shopping day seemed different; they were a family of little money so normally they would only shop for basic important things, such as food and occasionally some new clothes to replace those that have gotten to worn out. This time, it seemed like her mother was buying anything that made her eyes light up; she bought so much that even little Norma had to help carry a couple of bags.

Even walking through town seemed different; the skies always seemed cloudy these days and it wasn't the nice white puffy clouds that she would make animals and other things out of when she stared at them, no….they looked dirty and sick. However, everyone around her didn't seem to pay any mind to it so she just went along with it. Another thing she noticed was that all the people in town had one thing in common now; they all had a piece of soft material that seemed to mold into anything they wanted; a hat, an umbrella, a scarf, a bag...you name it! They came in various….strangely familiar colors; they were the same colors as the beautiful Truffula trees that she was seeing less of these days but once again, it was another changing feature that no one paid any mind to, so she did the same.

As her and her mother walked, she gazed up at this huge billboard that wasn't there before. She paused in her steps and stared at the picture on it; it was a cartoon style of a man with a crazy expression on his face, he wore a green suit, a top hat and he held something in his hands above his head the very material that everyone in town was using.

The man looked familiar.

"Norma sweetie, what's wrong?" Norma heard her mother ask.

Though she continued to stare at the billboard, she replied, "Mommy, who is that?"

Norma could hear the smile in her mother's voice, "That's the Once-ler sweetheart; he's a very important and successful man."

"He looks like that man that came into town that one time, the one where people were throwing stuff at him."

Her mother stuttered a bit in her voice, "Well yes, he was trying to sell us his Thneed."

"A….Th…" the word seemed to be stuck on Norma's tiny tongue, "Thneed?"

Her mother smiled excitedly, "Oh yes! It's the biggest thing right now. See, I bought you one too." She took out a pale yellow Thneed and held it up to her, "I got your favorite color."

Norma looked down at the so called Thneed; she couldn't understand it, it looked like someone tried to knit a sweater and failed horribly at it, "But Mommy, I don't need a Thneed."

"Of course you do, everyone needs a Thneed." She put it back in the bag, "I'm sure all the kids in your class have one right?"

"Yeah….."

"Well you don't want to be the only one without a Thneed, right?"

Norma looked down at the sidewalk with a frown, "I guess not."

"Good. Now come on, we need to head home so I can start dinner."

With that they continued on their way, though that didn't stop Norma from staring at the creepy billboard until they were under it. There was something about this whole thing that confused her; she was very sharp for a six year old, "I don't get it Mommy, when he was here and tried to sell a Thneed, everybody was yelling mean things at him and threw stuff at him, even Daddy."

"Yes."

"But now everyone likes him and his Thneed, why is that?"

"Well…..sometimes it takes awhile for people to like things sweetheart."

"I still don't get it…..."

Her mother sighed irritably, "Look sweetheart, sometimes things just happen and we can't always explain it; mostly because they're not that important. What _is _important is that the Once-ler got your father a job at the factory that makes Thneeds; thanks to the Once-ler, we never have to worry about money again."

Norma knew when her mother got irritated so she decided not to ask questions anymore, even though she was still confused about it.

_It's amazing how oblivious I was to what was happening around me; the trees disappearing, the skies growing darker even in the daytime, the air smelling sicker and the odd behavior of my parents. They kept buying things that they didn't even need; they seemed to talk down to others where before they would be so friendly and open._

_Then, there was a change that changed all things for the worst…_

They were fighting again.

Her parent's behavior changed again, she didn't realize it until now how much she missed the way they used to be. Her father used to be at work during the day, but now he's been home all the time and he never seems to be in a good mood anymore, neither was her mother. They were always arguing about money and how they didn't have enough of it anymore; Norma couldn't understand it, they were always tight on money in the past and they never fought like this before, it wasn't until her father started making more that this attitude emerged.

Norma decided that she _really_ hated money.

She didn't care how high up her window was; after she threw a knotted up sheet over the ledge, she crawled over it and carefully lowered herself down. She couldn't stay here; she didn't want to hear the shouting and the angered looks on their faces, once she was safely on the ground she took off as fast as she could with streams of tears falling down her cheeks.

She hid her face as much as she could to hide the stares she was getting from the other townsfolk; even they seemed different to her, the whole _town _was different. There was incomplete construction all around her; they even tore apart the park she used to go to all the time with her mother and replaced it with some stupid mall that they already had a lot of. The skies above her were filled with smog that was so thick that the sun couldn't fight its way through it, and every day she found it harder and harder to breathe, she barely ran for five minutes and she was already wheezing and out of breath.

Before she knew it she was outside the outer town limits, when she reached up on top of a small hill she stopped dead in her tracks and stared out, her yellow dress flowing in the sour wind. Just when she thought her hometown had completely changed, she was nowhere near prepared to see how the valley around her home had changed; the rivers were dead and black, there was an endless fog that settled through the valley and all the beautiful trees were nothing more than stumps.

Her parents, her home and now this valley….it was just too much.

Her emotions flooded out of her tears as she cried out. With that she sprinted down the hill, she didn't care where she was going, she just wanted to get away from all of it; she felt like she was in a bad dream and she couldn't wake up. Since the entire valley was leveled, her cries echoed everywhere; was she the only living thing out here? Along her running, she didn't see any of the valley's native animals but she couldn't blame them, who could live here? She found herself running into a thick patch of smog where her visibility was now reduced to zero and she slowed down, she coughed and attempted to fan the smog out of her face but it was no use, it was just….everywhere. She held out her hands and walked slowly, hoping she can get out of the patch soon; she hated not being able to see.

Then, when she took another step there was no ground to step on, she found herself falling down a slope.

She gasped and grunted in pain as she rolled down, arms flailed and a hole tore into her dress and it got snagged by a dead twig. When she finally stopped at the bottom, waves of pain spread throughout her body, while she coughed from the dirt that got kicked up in the air from her fall, a couple of sobs came through as well; from the pain and from her anguish. She didn't bother to dust off her dress, she knew it was ruined anyways and she quickly discovered that it was the least of her worries.

She didn't know how to get back up.

When the dust and dirt settled, she discovered that she fell off a steep cliff and onto another cliff that lead to pitch darkness at the bottom; she looked up and down the ledge but couldn't see any possible way to get back up. She was stuck.

She looked up and shouted, "Help! Please, somebody help me!"

She knew it was no use; her pleas echoed and faded to nothing. Her anguish quickly turned to panic; she had to find a way out, she didn't want to die out here! She carefully made her way down the ledge, hoping to find some way to climb up to where she came.

A piece of earth gave way under her foot.

She screamed as she felt herself falling but quickly latched onto the ledge at the last second. She cried out in panic as she gazed over her shoulder at the darkness below, she tried to pull herself up but she didn't have the strength to do it. She was going to die here.

"Mommy! Daddy!" The rock she gripped onto broke off, she felt herself falling again.

Then she stopped.

She felt a strong hand grip onto her forearm, which was the only thing saving her from falling to her death. She suddenly felt very heavy; she had no strength left and her vision was beginning to blur, she managed to look up to get a glance at her savior and who in the world would possibly be all the way out here. All she could make out was that he was very tall, wore green clothing and had…..very bright red hair.

As she felt the figure pull her up and into his arms, her vision blacked out.

When Norma opened her eyes, she found herself staring up at the smog filled sky, she quickly sat up and the first thing she saw was her hometown not too far from her. Then she remembered what happened; she was gripping on for dear life and then a man with red hair saved her, the whole thing all seemed to happen so fast for her, did it really happen? Or was she just hallucinating from breathing in all this smog?

She felt a throbbing pain on the side of her left leg, she gazed down and gasped at what she saw; whatever injury she did get, it was at the moment covered and tied up…with a piece of green cloth material. She caressed it gently before she looked out into the distance and let out a small shudder followed by a smile,

"Thank you."

_At the time, I couldn't imagine who would be living out there but I was also very thankful that he was. After that I was determined to look for him; I wanted to find the man and thank him personally. Over the next several days I would sneak out of town and venture through the valley, of course I was much more prepared; I created marks in my trail so that I could find my way back. The first few times I explored I always ended up in a dead end or I would go too far where I had to turn back. But then one day…_

Norma stuck another long stick into the dirt; she took out a piece of bright pink ribbon from her bag and tied it around the stick. She wasn't sure how much longer she can trick her parents so she could sneak out but she had to keep trying, she had to find the mysterious man in the valley. When she walked to the top of a hill her eyes quickly spotted something in the clearing; there was a figure standing in front of what looked to be a bunch of rocks and a hole in the ground. She felt her heart skip a beat as she felt her feet carry her down the hill,

"Hey! Hey mister!"

The figure jumped and turned to face her, he took a couple steps back before he sprinted in the opposite direction of her and disappeared into the smog. Norma slowed down to a halt at the bottom of the cliff and frowned,

"Wait, where are you going mister!?" She rushed up to the pile of rocks he was looking at then shouted out into the smog, "Please! Don't leave!"

Her words echoed and faded.

When she couldn't see him anywhere she let out a small whimper. Why did he run away? Was he scared of her? That was silly, what kind of adult would be scared of a little girl? She then turned and took a moment to examine the pile of rocks; they were piled in a very neat way and the largest rock in the center had a word etched onto it.

"Unless?" She crouched down and gazed at the word, "What does that mean?"

"I wish I knew."

Norma jumped when she heard the voice behind her; she turned around but at first she saw nothing. When the smog shifted through the air, she could barely make out the outline of a figure standing several yards from her. She stood up and turned her body around completely until she was facing him,

"I can see you."

When she saw the figure take a step back, she took a step forward, "Please don't go, I've been looking everywhere for you."

The figure paused, "You're that girl."

Norma nodded eagerly, "Yes!" She fiddled with the edge of her dress nervously, "I just….I just wanted to say thank you for saving me."

"Wait," the figure held a hand up, "You mean to tell me, that even after almost falling off a cliff and being lost, you were willing to risk all that again….just so you can thank me?"

Norma blushed slightly, when he said it that way… "Well, yeah."

Then he did something that Norma didn't expect, he started to laugh. She huffed, "What's so funny?"

"N-Nothing, it's just….I didn't think anyone would want to come out here again after that."

Norma crossed her arms and puffed up her chest, "Well if you were stupid, but I'm not stupid!" She went into her bag and pulled out a piece of pink ribbon, "See, I've been marking my trails so I don't get lost again, pretty smart huh?"

The figure chuckled again, "You're right, that is pretty smart."

After she put the ribbon back in her bag, she spoke, "So I've been thinking, if this place is so dangerous to live in then why are you living out here?"

The figure paused then lowered his head, "Because….because there is no other place for me."

"There's Thnee….I mean, there's Terraville." She frowned for a moment; she hated the new name of her home, Terraville sounded warm and friendly and down to earth, Thneedville sounded…fake.

The figure didn't seem to notice her expression as he replied, "I can't live there. Nobody would want me there...for many reasons."

"What do you mean?"

He began to shift around uncomfortably, "Because I'm…different."

Norma smiled, "Everybody is different." She took a step forward, "Please come out."

The figure took a deep breath and slowly began to move forward, Norma held her breath as his silhouette grew darker until she began to see his features. When he was officially out of the smog and standing within feet of her, she covered her mouth in a gasp; he…he looked like…"

"You're a Truffula tree." She gasped.

The figure rubbed the back of his head, "Well, kind of I guess."

Norma took a step back and examined him more; he had the green suit on and she noticed a piece of it at the bottom rim had been ripped. The next thing she noticed was his bright, soft, somewhat silky red hair; it was so vibrant it seemed to glow in the dark gloomy valley. His skin looked just like the trunk of a tree, he also seemed to have a scar of some kind that traveled down his cheek and neck and seemed to go even lower but the rest was hidden by the suit. He even smelled like a Truffula tree; he had the familiar sweet smell of butterfly milk coming off him like an aura.

She smiled excitedly, "You area Truffula tree! I thought-I thought they were gone I….." she gasped, "Are you a _magic_ tree?"

"Ummm…." The figure's tongue seemed to be stuck.

Norma gasped excitedly again, "You must be here to save the valley! Do you know the Lorax? Is he real?" She was so giddy she couldn't help herself and she bounced a little, "Did _he _send you here?"

"Whoa, take it easy," the figure replied with a chuckle in his voice.

Norma continued, "It's just like a fairytale! A once beautiful valley that was chopped down and fell in endless darkness but then a hero emerges and restores life back into the valley and everyone lived happily ever after!"

The figure lowered his head in a frown, his eyes obscured by his red hair, "Believe me, I'm no hero…"

Norma's excitement deflated, "Why would you say that?"

The figure looked at her, "You don't know who I am?"

Norma tilted her head, "Should I?"

"Well I was pretty famous; it wouldn't surprise me if they put my face all over in Terraville."

Norma squinted her eyes to get a closer look at him; despite his contrast features there was an odd sense of familiarity in the green suit he wore and his blue eyes. She gasped, "It's you…..you're the Once-ler; the man who invented the Thneed."

The Once-ler nodded sadly.

It didn't take long for Norma to piece everything together; she knew for some time what the Thneeds were made of and what was done to make them. She found herself unable to look at him as she rubbed her arm and turned away, "I….I should head home."

Even though the Once-ler understood completely, he could still feel a sharp hurt hit his chest, "Okay," he paused, "Be careful."

"Mmhmm."

With that, he watched her retrace her marked path very stiffly; plucking out the sticks as she walked by them. The very reaction he received was the main reason he could never go into town; people knew him, they knew what he did and how he ruined so many lives in so many different ways, they also wouldn't accept him for how he looked now.

He dragged his feet back over to the small pile of rocks, fell to his knees and burst into tears.

_I wasn't sure how to feel, at first I was angry; angry at him for changing everything around my life so drastically, I wanted to just leave and never see him again. But then…..when I heard him cry in the smog, my anger slowly melted away. I could tell that he felt bad for what he did, it had been several months since the Thneed factory shut down and my father lost his job, had the Once-ler lived out in the valley all this time? Drowning in his own self-hatred?_

_I quickly stopped plucking the markers; I wanted to be able to find my way back here. Perhaps he just needed a shoulder to cry on; a person to talk to…a friend._

The next day, Norma quietly followed her marked path with a basket in her hand. When she arrived she was saddened to see that the Once-ler wasn't there, she wouldn't give up though; she'll wait here all day if she had to. She sat down on a random rock and waited….and waited…..and waited, eventually she found herself dully making doodles in the dirt with a stick. Norma lost track of the time, she took out a pocket watch that she 'borrowed' from her father and checked; it had been four hours.

She sighed, "I guess he's not coming."

With that, she got up to her feet and rubbed her sore bottom, picked up her basket and began to walk away; she'll just have to try again tomorrow…

"Wait! Wait!"

She stopped dead in her tracks and whipped her head over her shoulder; she stared as the Once-ler rushed out of the smog and hunched over to catch his breath, "Wait, don't go."

Norma smiled, "You came, I'm so glad."

The Once-ler looked up and stared, "I came? I'm surprised you came _back_. I thought that….you wouldn't want to see me again."

Norma frowned and turned away, "At first….but then I heard you crying; you sounded so sad. Then the more I thought about it, the more I realized that perhaps there was something we both had in common."

"What's that?"

Norma sniffed as emotion seemed to tighten up around her nose, "We both want things back to normal to the way they used to be."

The Once-ler could only stare as the little girl in front of him began to weep. He wasn't sure what to do, the only words that came out of his mouth was… "Let's head over to my Lurkum."

Norma paused and looked at him, "What?"

"It's not much; it's kind of worn down, but at least we'll be out of this smog…..mostly."

Norma watched as he began to walk away, she quickly picked up her basket and followed him before she lost him in the smog. They haven't walked for very long until she spotted a tall house of some kind with a giant shut down factory right behind it.

She gazed up at it in awe, "Is this….the Thneed factory."

The Once-ler sighed, "Well, it was. I haven't stepped foot inside it since I shut it down….I refuse to step foot in it."

He refused to look at the mechanical behemoth as he opened the door to his Lurkum and stepped inside, Norma paused for a moment to gaze up at the place, finally seeing where exactly her Father had worked all this time….all the way out here.

She snapped out of her thoughts and quickly followed the Once-ler inside.

o~~~~~~~~~~~o

Norma sat stiffly at the table in what looked to be the kitchen area while the Once-ler sat at the opposite end of it.

The Once-ler rubbed the back of his head, "Sorry, I don't have anything here that you can eat or drink, it's very….rare that I get visitors."

Just then, Norma remembered her basket, "That's okay, I have some snacks in my basket," She pulled out a bottle of water and held it up to him, "I know trees like to drink lots of water, so I brought you some."

The Once-ler eyed the bottle of clean water and fought the urge to smack his lips. He gently accepted it, "T-thank you."

Norma beamed at him before she reached down and grabbed a bag of cookies for herself. She munched on a couple while she watched the Once-ler drink down the bottle of water awfully quickly; he drank it so fast that he was even sucking the air inside the bottle as the plastic crumpled inward. Norma giggled, "Good thing I brought more." She set the bag of cookies down and stared, "I was wondering…what happened to you."

The Once-ler stared back but he didn't respond. Norma continued,

"I want to know what happened; my daddy's work, your Thneed….and you. I know a lot must of happened, and I would love to hear it….I would love to hear your story."

The Once-ler lowered the empty water bottle until it was resting on his lap; he frowned and turned away, "It's not a very happy story."

Norma smiled sadly, "I don't care."

The Once-ler tentatively returned the smile.

_For the rest of the day, we sat there and I listened as he told me his entire tale; it was incredible. I always believe the Lorax existed but not once had I ever seen him; to have him tell me all about the guardian of the forest and talk about him like he was some annoying roommate was rather funny. He told me about how much he loved to play the guitar and how the animals in the valley would enjoy listening to him play. _

_I asked him if he would ever play for me but…..he said the thought of him playing the guitar made him sad and that he didn't think he would ever play again._

_Then he told me about his family arriving, and how it all went downhill from there. I couldn't imagine how tough it must've been to have a mother treat you the way his treated him and how she and his family took complete advantage of his success and abused it until the very end. I could hear the anger in his voice; it wasn't just his family that had kept him in the dark of his own business but everyone else. All of the workers in his factory knew of the irresponsible tree cutting and none of them said anything to him or did anything about it._

_He had never felt so stupid…..or used._

_I could tell he didn't want anything to do with people after that and I couldn't blame him; I felt that way whenever kids at my school would talk about me behind my back, I could hear them whispering but whenever I turned to face them they would stop and walk away._

_I walked home slowly, he wanted to be alone after telling the whole story but I told him that I would be back….he seemed happy about that._

_That very evening I stayed in my room, I even skipped supper; they were no fun anymore for even they argued during that time as well._

Norma laid on her bed, her backed faced the bedroom door as it slowly creaked open.

"Norma," it was her mother, "Why weren't you downstairs for supper?"

"Not hungry." Norma muttered in reply.

She heard her mother sigh, "Well you can't just go to bed without something to eat, come on downstairs."

Norma tensed, "I don't want to."

"Norma, what in the world has gotten into you lately? You're always locked up in your room, you're been constantly sneaking out of the house for who knows what."

Norma turned her head, her eyes shined with tears, "Well it's better than being around you and Daddy!" Her mother didn't have a response to that. Norma sniffed as she continued, "All you and Daddy ever do is fight now! I hate it! I wish Daddy never got that stupid job!"

"That 'stupid' job was putting food on the table Norma," her mother glared out into the hallway, "But the Once-ler shut down his factory and took his own life, and now your father just sits around and does _nothing!_" she shouted that last word into the hallway. Norma could hear her father shout something from downstairs but she couldn't hear. Her mother rubbed the bridge of her nose in response, "Look if you want to be hungry all night then go ahead." With that, she shut the door, leaving Norma in the darkness of her room.

Norma laid still; her parents think the Once-ler is dead? Where did they hear that rumor from? Did everyone else in town believed that also? If that was the case, then Norma knew a secret that no one else did, it was exciting in a way.

Despite her saddened mood, the thought of keeping a big secret made her giggle.

_Over the next several days, I kept sneaking out and visiting the Once-ler; I always brought him as much water as I could carry. He would always tell me stories of his times as a little boy; about how all the chores he had to do to support his family, I was amazed on how much he did at my young age and then commented how I would complain all the time just for cleaning my room. He laughed. _

_He told me about his memories with his mule Melvin, and how much he missed him…..he wanted to be left alone after that. Then after I came to his Lurkum one afternoon, I had this (at the time) great idea._

"You did what?" The Once-ler asked.

Norma giggled, "I made a poem!"

Throughout her visits, she discovered run down street signs that labeled the roads to get to his factory. Norma always loved poetry; she always found rhyming a fun way to write, when she learned the names of these run down street signs she wanted to make a poem to help her remember how to get to the Once-ler's Lurkum.

She held up the piece of paper, "Do you want to hear it!?"

The Once-ler laughed, "Sure."

_Of course the whole poem sounds silly but at the time I was rather proud of it._

"15 cents, a nail, and the shell of a what?"

Norma smiled, "A great great grandfather snail! That'll be like our secret password! Pretty clever huh? No one would ever think of that!"

The Once-ler laughed again, "Well, you're right about that."

_Then, one day he showed me something that filled me with so much hope; that all was not truly lost._

Norma followed the Once-ler up the stairs inside his Lurkum, when they reached the closed door of what she assumed was where he slept he told her to stay put before he went inside. Moments later, he opened the door and allowed her to come in, she saw him sitting on his old bed with his palms cupped over each other; clearly he had something very secretive.

"What is that?" Norma asked, her eyes glued to his hands.

The Once-ler shifted nervously, "It's something that I've found after I woke up from the incident, I think the Lorax had left it with me before he was gone."

With that, he slowly opened his palms and lowered it down to Norma's height. When she peeked in his hands, she noticed a little brown seed that she grew to know; it was a Truffula seed!

"You found a Truffula seed?" she asked.

"Yes," he grimly replied, "I think it's the last one of all."

"This is great!" Norma exclaimed, "That means the trees aren't gone for good!" She gazed down at the seed, almost reaching to it, "We should bring it to town so everyone can see it, we can plant it and…."

"NO!" his palms closed up in an instant as he pulled the seed away from her reach and out of her sight. He took a calming breath and spoke again, "No, I just…I can't."

Norma frowned, "Why not?"

"Because….I don't want to lose it."

She took a step forward with a gentle smile, "You won't lose it; we can plant it in town where everyone can take care of it."

"And who exactly is everyone?" he snapped, "The same people who watched all the trees get chopped down and did _nothing_?!" He turned his back toward her, "No…..they don't deserve the trees. I don't deserve the trees."

A pinch of hurt hit her chest, "How can you say that? Everyone should be able to enjoy the trees. Sure you, my parents and everyone had made a mistake…..a very big mistake but that doesn't mean we can't fix it." Norma looked down at her shoes, "I remember this kid who used to be my neighbor, he had this pet doggie named Toby and he wanted to teach him how to roller skate. He made these mini skates and once he had them on Toby, he pushed him down a steep hill. Toby got hurt really bad but thankfully he got all better, ever since then my neighbor felt so sad for what he caused that he made sure that Toby was all safe and happy." Norma looked back up at the taller man, "Kids mess up and I quickly learned that even adults mess up but that doesn't mean we don't want to fix them, I know that if you showed everyone in town that seed that they would be more than willing to take care of it."

The Once-ler didn't stir; he kept his back to her.

"Do….do you think that I don't deserve it?"

The Once-ler seemed to react to that question, he turned his head in a half glance, "O-of course not! I mean….it's not your fault the trees are gone."

She smiled hopefully, "Then you can trust me."

The Once-ler cringed and turned away again, "One little kid isn't going to make a difference. Please, don't ask me to give it up….I can't."

_I watched him for a moment longer before I sensed he wanted to be left alone again, so I left. I was pretty upset that he wouldn't trust me enough with the seed, but I slowly realized that perhaps he just needed time. I knew that he suffered a lot of grief and guilt and was angry at himself just as much as he was angry with the people in Terraville._

_I came back a couple days later, the two of us sat in front of the pile of rocks and gazed out at the shell of a once beautiful valley._

"You know…." Norma started, "I still think you're a magic tree."

Though he never took his gaze off of the valley, he replied, "What makes you think that? I'm only like this cause I wanted to save the last tree."

"Maybe it's more than that." She felt the sour wind blow through her hair, "The Lorax is a guardian of all the trees, all the flowers; all of nature, he wouldn't use his magic unless he knew it was to help nature as a whole right?"

The Once-ler shrugged, "Makes sense."

"Welllll…" she felt herself smile, "Maybe he did more than just fuse you with the last tree, maybe he gave you a gift; a gift that could bring back this entire valley."

The Once-ler fought back a smirk, "I doubt he would trust me with something like that."

"But that's just it, I think that's exactly why he did it!" She turned to face him, growing more confident with her theory, "He does trust you, otherwise he wouldn't have bothered to help you save the tree; he knew it was going to die but you said you'd given anything to save it, I think he knew there and then that you would save the entire valley if you could."

The Once-ler continued to stare out, his eyes began to glass over.

Norma gazed down at the word that was etched onto the one of the rocks, "I think that's also why the Lorax left this too; he wanted to tell you how to help but he couldn't stay so he gave you this little clue."

The Once-ler then followed her gaze down to the rock, "A clue…."

Norma resumed her position so she can gaze out at the valley again, "Yup, I still believe you're a hero; a hero that's going to make this valley beautiful again and maybe….bring the Lorax back."

For the first time since the Once-ler told his tale, he smiled; a tentative smile but a smile nonetheless.

_I knew that deep down he just needed someone to tell him he can fix what has been done; that the valley wasn't gone for good, whether or not he truly believed me I wasn't sure, but as long as he heard it from someone that's all that mattered._

_I was glad that I was able to say it to him because little did I know, that was the last time I would be able to visit him. My parents caught me._

_I'll never forget how frantic my mother acted; the valley had become unrecognizable by the townsfolk due to its horrific transformation and now they view it as nothing more than some alien world. The very thought of her baby girl venturing off and disappearing into the smog with the chance that she wouldn't return had terrified her._

_With Terraville being a small town at the time, it didn't take long for the word to spread. Soon enough, everyone demanded better security in their town; as economic times grew harder, people have become more scared, more insecure and more desperate. They weren't sure who to turn to; the Once-ler had bought the town deed from the former mayor and was presumed dead, so they made a group decision to help build a tall fence around the town._

_I cried; I couldn't remember how long I cried._

_I was unable to leave anymore; my parents watched me like a hawk and they sealed up my window. Even if I could sneak out of the house, there were too many people guarding around the town as the fence slowly got built._

_All I could do now was stare out into the wastelands, wishing deep down that he could hear how sorry I was through my cries._

* * *

_o~~~~~~So many years passed…..~~~~~~o_

* * *

_Times remained tough as I grew older; I eventually met a nice young gentleman and it was love at first sight. We didn't have any money for a wedding but as long as we bore the symbol of unity on our fingers, we were happy. Eventually we both gave birth to a beautiful baby daughter named Helen._

_Sadly we were always busy; working odd jobs just to put food on the table and ended up being too tired to spend time with her by the end of the day. But we did gather up just enough energy to tell her a nice bedtime story and tuck her into bed. Her father would tell her stories of brave heroes fending off bad guys and monsters to save the day._

_I, however would tell her the story of a little girl that while lost in a land of darkness and smog, she found a magical being with the ability to restore color and life to said land. It ended up being one of Helen's favorite stories but there was just one problem…._

"Mommy, how come you never finish the story?" Helen asked with a pout.

Norma smiled as she gently tucked the covers over her daughter's tiny shoulders, "I did finish it sweetheart."

"It doesn't sound finished to me."

"Well," Norma's eyes gently shifted out the bedroom window and towards the land beyond the tall wired fence, "It is finished, it just...doesn't have an ending."

She ignored Helen's confused gaze on her mother as she continued to look out the window, wondering if he was still out there; still waiting.

_Though we, like many other families at the time struggled financially, we stayed together as a family and we made it work. That is….until he came._

_A young seventeen year old entrepreneur came to our town with an idea; an idea that could turn the entire economy of our town around...to sell filtered air. And it did. With money flowing in and out of town, young O'Hare opened up banks which led people to borrow loans to create businesses, thus finally bringing the town of formerly named Terraville back to life._

_Things were finally turning up….or so I thought._

_My husband got a full time job that paid enough where I could stay home and be there for Helen and when I thought things would get easier from there, they didn't. My husband began to act differently; he seemed to distant himself from me and even Helen for the most part, I urged him to talk to me but all he did was dismiss it by saying 'There's nothing to worry about.'_

_But I knew something was wrong and the most frustrating part was that there was nothing I could do. A few days later, I woke up one morning to find him gone; many of his clothes were plucked from our closet and not only was he gone but a good portion of our savings was gone as well, I would be in severe denial if I said I didn't know what happened. Having to tell Helen about what came of her father was the hardest thing I ever had to do._

_I ended up putting myself right back in the workplace and things began to normalize. Then one Saturday afternoon, I was tending dishes in the kitchen and getting things ready for dinner. I would occasionally look out the window in front of me to admire the people strolling and the cars rolling; it was nice to see energy and smiles returning to the people in town, even small rays of sunlight would occasionally peak out of the thick smoggy clouds._

_Then, I saw him._

_The dinner plate that I was drying slipped from my hands and shattered onto the kitchen floor, were my eyes playing a cruel trick on me? No, I couldn't forget that green suit and those green gloves he wore. There was the Once-ler; walking down the street with his chest held high and his arms swinging with determination, his face was concealed with a pink Thneed that posed as a hood but I knew it was him._

_I couldn't believe it, he was still alive! He was still out there and most importantly, he was in town! He finally found the courage to come into town, she was so happy for him. She had to go and see him, would he even recognize her? It's been at least thirty years. I didn't care; I wanted to rekindle any friendship that may have been damaged from my abrupt disappearance and I wanted Helen to meet him._

_As he continued to march down the street, I turned heel and rushed out of the kitchen. I paused when I spotted fourteen year old Helen; she was lounged comfortably on the couch and listened to one of her disco records as she read a magazine. She didn't notice me so I simply slipped through the living room and quietly left the house, I figured I can wait until I brought the Once-ler back home to tell her. I practically stumbled onto the sidewalk and almost collided with a man, I gave my apologies and pursued my way towards the direction he was walking. However, I couldn't spot him anywhere; there was no way he was walking that fast, she would've caught up to him by now. Did he walk into some building? Or perhaps she was just hallucinating. I fought back frustrated tears as I eventually retreated back to my house, she couldn't lose him again and she couldn't exactly sneak out of town like she used to; goodness knows how much the terrain has changed and I couldn't risk getting hurt out there, not when Helen needed me. I decided to simply sit and wait; my house was near the only small opening left around town, O'Hare had ordered to build a much stronger, more solid wall around the town. He decided that the outskirts of town was nothing but a harsh reminder; a bad memory of the bad times that the town suffered and he figured covering it up was the best way to go._

_So I sat on the front steps and waited, I felt like I was in a trance; I kept my eyes glued down the street where he disappeared off to. I must have been out for a while cause I heard the door open timidly behind me, followed by Helen's voice,_

"Mom? You've been sitting out here for almost a half hour, is everything okay?"

Norma briefly turned her head and smiled, "Everything is fine dear, I'm just waiting for someone."

"Who?"

Norma faced forward again, "A friend; a friend that I haven't seen in so many years, I can't wait for you to meet him."

"Him?" Helen crossed her arms and smirked, "A boyfriend maybe?"

Norma chuckled to herself, "Not exactly dear."

Helen had always encouraged her mother to put herself back out there and find someone but in all honesty, Norma wasn't interested in finding a new man. She always believed that love comes to you and that you have to let your heart lead the way; if she was destined to have another man in her life it will come to her, or maybe she was just using that as a excuse cause she was afraid.

"Why don't you go back inside and get some tea started, it shouldn't be much longer."

"Okay Mom."

Norma sighed and slumped her shoulders; she hoped it wouldn't be too much longer, she also hoped that she didn't imagine the whole thing. Suddenly she ear picked up a faint crash of what sounded like glass far down the road, she got up to her feet and gazed down as far down the road as she could; she could make out people crowding around the entrance of O'Hare's main office building, followed by several screams. She can see the Once-ler charge his way through the crowd with his forearm covering the part of his head that the Thneed was not covering, she also heard O'Hare shout.

"GET HIM! THAT MONSTER TRIED TO ATTACK ME, HE'S DANGEROUS! SOMEBODY _GET HIM_!"

Norma panicked, She wasn't sure what happened but she didn't like the outcome; Once-ler was running back in her direction with the slowly increasing crowd in pursuit of him. Why would O'Hare say something like that? The Once-ler would never hurt anyone! She had to think of some way to help him, but how? She couldn't take on a group of people by herself. She turned to her right and saw a wooden scaffold set up around a house that was in process of being re-painted, that's where her idea kicked in. She rushed over to it and with all her might began to push it towards the road but it wouldn't budge; whoever had set up the scaffold had built it well. She picked up a sledgehammer that was used to stake it down into the grassless ground and with all her strength she heaved it into a set of arm braces forming an 'X'. She successfully broke one set but it wouldn't be enough to push it over, she had to keep going and she had to hurry!

Helen was moving her hips to the beat of one of her records as she put the container of tea mix into the cabinet. She wasn't sure if her mother wanted ice tea or hot tea so she made both; she filled the tea kettle and heated it on the stove while she filled a pitcher with ice, water and tea mix. She was curious to seeing this 'friend' of her mother's; she still believes that he's a lot more than just a friend and her mother just won't admit it yet, so she's going to make sure everything is set for her. As she 'danced' her way back into the living room to clean up her magazines she spotted her mother from the living room window and once she saw what she was doing she froze,

"Mom?"

After a few smashes Norma finally got the second set of arm braces down; one more and it might be weak enough for her to push it over. She heaved the sledgehammer and soon enough heard the sound of wood cracking; she was getting extremely tired from the weight of the sledgehammer but she had to keep going. She heaved the hammer into the same point of impact and it snapped the wood in half.

"Mom?! What the heck are you doing?!"

Norma didn't pause; she dropped the hammer, rushed over to the side of the scaffold and began pushing, "Helen, help me push this thing over!"

"Mom, are you _crazy_?! I'm pretty sure this is illegal!"

"I'll get you those platform shoes you always wanted! Now help me!"

Though she was won over by the bribe, she was also spooked of how her mother was acting but she didn't waste time. She rushed over to her mother's side and with both of their strength, the scaffold moaned as it began to lean towards the road. Once it began to move on its own, Norma quickly pulled Helen back and shielded her from any flying pieces of wood as the scaffold littered the road. Norma looked over her shoulder with squinted eyes through the dust while she held Helen close; she could see the Once-ler on the other end of the debris and safely away from the angry mob, she smiled with relief.

He was safe.

Her smile was short lived as she watched him retreat and disappear back into the smog filled wastelands; the first time she's seen him in so many years and couldn't get the chance to talk to him, not even so much as a hello. She quickly led Helen to the back of the house where they wouldn't be seen and went through the back door.

"Mom, what was that all about? You could've hurt someone!"

Norma smiled; Helen was always smart for her age, something she had gotten from her mother, "You're right dear, I guess I went a little crazy there."

"What about your friend? Is he still coming?"

Norma lowered her head with a frown, "No…..he's not coming."

Helen grew concerned; she was starting to relate that with her mother's actions earlier, "What happened?"

"It just…..wasn't safe for him at the time dear."

"What do you mean? Is he in trouble or something?"

Norma smiled and placed a gentle hand on her shoulder, "I'll explain it to you someday dear."

_Even though I was crushed that I couldn't talk to him again, I was thankful that I was able to help him get away. It didn't take long for O'Hare to start spreading horrible rumors about the Once-ler and I knew that there was no way I would ever see him in town again. But the important thing is that I knew he was still alive and well and that I hoped I could get another opportunity to see him again…somehow._

* * *

Norma smiled to Ted, "And thanks to you dear, I was able to get that opportunity."

The whole room remained silent after her story. Ted was astounded that his Grammy had visited the Once-ler the same exact way he had; at a young age and sneaking out of town. Helen crossed her arms tightly and gazed out the window, her mind completely clouded up with thought.

The Once-ler, since the beginning of the story had leaned against the pillows on the bed and stared up at the ceiling, letting the memories wash over him. He smiled, "All this time, I thought that was just a stroke of luck but…..it was you that saved me."

Norma smiled in reply, "Of course, it was the least I could do…..after what happened." Her smiled faded, "Can you forgive an old gal like me?"

"Norma, even after all these years you've still helped me; you saved me from O'Hare's clutches twice, you send your grandson to see me using your secret code. I think it's safe to say, you don't need to ask me for forgiveness."

Audrey smiled brightly, "What an amazing story; two friends separated for so long now reunited again."

Ted smiled along with her but a sudden thought hit his head, "Wait a minute! Grammy, you told me that poem was a famous old tale?"

"Well it is dear, I was just the only one that knew about it."

Ted stuttered, "But, but you told me that hardly anyone knew the tale anymore cause it was old and forgotten."

Norma giggled and shrugged, "I wanted to make it more dramatic."

That response made Ted lower his head in defeat, followed by a laugh from Audrey. Helen, meanwhile still had herself facing the window in silence. She remembered the moments in her mother's story, especially the bedtime story; she loved that story so much even if her mother never finished it, she always envisioned it as a happy ending, after all everyone likes a happy ending right?

"_It is finished, it just doesn't have an ending…..not yet."_

It made sense now; the bedtime story was about her own mother and that magical being was….the Once-ler? Everything seemed to be going in overdrive in her mind; ever since she was a teen she had heard the supposedly terrifying story about how O'Hare had been attacked by a creature, and the propaganda had only gotten worse since then. Now, seeing what is happening in front of her went against everything she grew up believing. She had only one thing to say to her mother,

"Why?"

Everyone else in the room paused when Helen spoke that word in a quiet yet somewhat hurt voice. Norma replied, "Helen?"

Helen turned around sharply, "Why didn't you tell me? The bedtime story, the scaffold incident; all of it?! Even the last week the two of you kept this from me. Why?"

Ted lowered his head, his expression completely guilt ridden. Norma sighed, "I'm sorry Helen. I wanted to tell you and I should have, but as the propaganda spread I grew more scared for his safety; the less people knew about him at the time the better." A smirk tugged on her lips, "Besides, if I told you that my friend was half tree, you would've thought I was crazy."

Helen let herself relax, silently accepting her mother's apology, "The whole thing still sounds crazy." She looked over at the Once-ler, "Obviously you're not some deranged flesh eating creature and if my mother, my son and his girlfriend can accept you, then I can too."

Ted turned a bright red, "MOM!"

Helen rolled her eyes, "Oh Ted please, everyone can see it. Though that explains why you've been kissing the cereal boxes every morning."

Everyone laughed while Ted tried to cover his entire tomato colored face with his hands.

* * *

To Be Continued….

* * *

Hehe, a little light humor reference from the movie to top off the chapter. I know there was a lot of transition between Norma narrating and the story itself, so I hope it wasnt too confusing. And now, things will start to get serious in the next installment!

But first I must work on my 'Brave Lil' Barbaloot' story a little, I know I've been neglecting it and that some readers are still waiting patiently. Hopefully I'll have an update for it soon!


	18. Thneedville Chase: Part 1

I hope everyone had an awesome Thanksgiving! :) I was going to put it up over the weekend but my own holiday plans drained me of my free time.

Enjoy!

* * *

The Tree with a tongue

Chapter 17: Thneedville Chase: Part 1

* * *

An outsider could come into Thneedville in its current state and think it was about to be attacked; the streets and sidewalks were completely empty and purchased belongings left abandoned from panic. The only means of sound that could be heard was the wailing sirens that echoed throughout the town, sending chills in the spines of every resident that heard it.

Houses were completely sealed off by curtains, blinds and locks as opposed to being open and welcoming the day and its inhabitants. You would occasionally see someone meekly peek through an opening in said curtains or blinds and look around before jerking them shut in fright.

One house however, seemed to stand out; though it stood tall and silent like the other houses, it was completely surrounded by mechanical creatures; sidestepping in anticipation, waiting to strike at something.

One mechanical creature zoomed in on a window that wasn't concealed to try and get a visual of its targets inside; however it picked up a red haired girl that stared back at it for a moment before she scowled and quickly threw the curtains.

The creature zoomed out its camera and continued to wait.

Audrey scowled before she turned to the others, "What are we going to do? They've got the entire house surrounded."

Ted paced back and forth, "I…I don't know."

The Once-ler caressed the germinated seed, "Truffula trees; whether they are seed or sapling are very resilient so we have time. However, if we don't find a place to plant this soon…" he lowered his head at the horrible thought, Norma placed a comforting hand on his shoulder.

"_Attention citizens of Thneedville!"_

Everyone in the room turned their heads towards the window where a voiced boomed from speakers coming from the outside.

"_This is O'Hare speaking, we face a troubled situation indeed and you are right to be terrified but your honorable mayor is in dire need of your assistance; the Wiggins family is currently sheltering the horrid Once-ler and is planning to do something terrible as we speak! If we all come and work together we can punish the family, help catch that monster and send him back to where he belongs! _

Ted couldn't believe it; O'Hare was going to try and turn the entire town against them! This was _not_ going to be easy. As he let out a calming exhale he took the moment to look at everyone in the room; his mother in one corner with her arms tightly crossed and tense, the Once-ler was suffering from his poor health as he's targeted by the most powerful man in town, Grammy who desperately wants to help in any way but sadly her old age has limited her, and lastly Audrey who nervously tried to peek through the curtains without being seen; no doubt she'd be targeted by O'Hare once he found out she was helping.

Ted had dragged them all into this mess, he couldn't stop now.

"Well, we're just going to have to plant in the center of town, just like you suggested," he said, glancing at the Once-ler.

Everyone looked at him like he was crazy, Ted continued to keep his brave demeanor at the surface, "Look, I know things look bad right now, _really _bad but we've gone too far to just give up and if we do that then he wins."

"But what do we do once we get to the center of town?" Helen asked, "No one's going to let us plant the seed, they don't know anything about trees."

Ted frowned, "Then…..we'll just have to tell them. I was just as scared of the Once-ler before but I was willing to try and search for him, even if it was for a different reason I was able to learn much more." He turned towards Helen, "You were also scared but you gave him a chance and you saw a real tree for the first time." He smiled, "If we were all willing to listen, then I'm confident the rest of the town will listen."

Helen's smile turned from tentative to proud.

"Ted," Audrey started, "That was so…moving."

Ted blushed and turned away from Audrey's beaming smile.

"There's still one problem," The Once-ler muttered, "How are we going to get past those things outside?"

O'Hare's message was being repeated on the same speakers outside but this time, they hardly acknowledged it. Ted then buried himself deep in thought, even if they all had the motivation to get out there, there was still the problem of physically being unable to get fifty feet without getting pinned down by those creepy machines.

"Well," Ted pondered, "The good news is that they probably won't chase after anyone except Mr. Once-ler and myself."

The Once-ler gave him a look, "How is that good news?"

"Well, if we happen to be in several different places…."

The rest of the group slowly smiled in realization.

Ted smirked, "Alright, here's what we do."

oOoOoOo~~~~~~~~~~~oOoOoOo

The cameras on the spybots jerked to life and zoomed in on the garage as it jerked open. It slowly revealed Helen behind the wheel of her car; she glared down at the guard that sat in the delivery truck as she put on her fingerless gloves and roared her car to life. With a swift twirl of her disco ball hanging off her rear view mirror for a little motivation, she slammed her foot on the accelerator and rocketed her car into the streets.

The guard and the spybots quickly caught a glimpse of two figures sitting in the backseat; one was short and the other was much taller with reddish hair and green clothing…..

They sprang into action.

Two of the spybots and O'Hare's guard quickly chased after her while the other two stayed put. The abandoned cars on the road gave Helen the advantage over the delivery truck, however the bots had the overall advantage as they hopped on them like frogs on lily pads. Helen kept the pressure on them by increasing her speed and taking sharp turns and shortcuts.

oOoOoOoOo~~~~~~~~~~oOoOoOoOo

As the other two spybots waited, one of their cameras caught subtle movement coming from the back of the house. The said spybot quickly zoomed in its camera and caught a short old lady dragging behind her by the arm what looked to be two silhouette figures. The two bots looked at each other in confirmation before they went on the prowl.

oOoOoOoOo~~~~~~~~~~oOoOoOoOo

Helen had gotten distracted by her impressive evasive maneuvers that she didn't realize at first that she was driving into an unfinished bridge. She cried out and slammed her foot on the brakes; she leaned back into the seat as much as she could when she finally came to a halt at the very edge of the bridge. She let out a sigh of deep relief then glanced nervously at her three chasers as they casually closed in on her, knowing that they have won. One spybot jumped on top of the car while the other walked alongside O'Hare's henchman when he swiftly opened the car door, chuckling darkly.

Helen quickly went from looking nervous to looking smug, "Oh, hello." She kept her lips together in a deep chuckle as her three oppressors quickly discovered that the two targets in the backseat were nothing more than random junk you would find in a garage or basement, all loosely put together.

The spybots twitched as their visuals flashed red from scanning the wrong target while O'Hare's henchman snarled in anger.

oOoOoOoOo~~~~~~~~~~oOoOoOoOo

It didn't take long for the other two spybots to catch up to Norma as she shuffled as fast as her short legs would let her. One of them opened up a port in the front of its metal body and shot a thick net at the two targets; the same method they used to catch the Once-ler before.

Norma cried out in shock as the two targets were ripped from her hands and thrown against the fence with strong force, the two spybots marched right past her and quickly scanned the two captured targets.

Invalid targets.

Norma crossed her arms and huffed at the two robots, "Well I never. Can't a nice old lady take her coat hanger and vacuum out for a gentle stroll." She couldn't help but giggle a bit as the two spybots glared her down.

All three turned at the sound of a bike engine roaring down the street.

oOoOoOoOo~~~~~~~~~~~~~oOoOoOoOo

There was one major mistake that O'Hare's minions had done while looking for their objectives; they left the garage all alone and wide open….

In no time at all, Ted burst out of the garage in a blaze of speed on his bike and traveled the opposite direction the bad guys went; with the Once-ler and Audrey riding behind him.

All three were tense and their nerves shot; there was no turning back now, they left their supposed safe haven and now have to do all they can to avoid capture. The Once-ler took deep shuddered breaths and he gazed down and carefully opened his palm to reveal the germinated seed; years ago he would never have predicted himself doing something this crazy but there he was, risking his freedom and the last seed in existence for this one chance. He shot his head up when he noticed the two bots that Norma had distracted were chasing right beside them; it didn't take long for them to catch up. It was creepy on how they moved, from jumping on top of cars to scaling on the sides of houses; like giant spiders.

Ted gritted his teeth as he kept a careful eye on the two bots through his goggles, he pressed down on the accelerator but somehow those bots were able to keep up. One of them managed to get far ahead enough to turn, open a port in the front end and shot a brown clump which quickly opened to form a net.

Ted barely time to steer the bike out of the net's path, the other one was now behind them but that didn't stop it from attempting to fire a net as well.

"Ted!" Audrey shouted.

Ted quickly steered to the side again as a net flew past them and wrapped around a random parked car; Ted quickly realized that he had to keep moving less they wanted to be wrapped up like a gift basket. Thankfully it seems the second got lost in his dust while the other got halted by the sidewall of a tunnel, stalling it enough to quickly lose it. Ted decided this was the best time to take a little detour to ensure they wouldn't spot him before they made their way to the center of town.

"I think we're okay for now." Ted shouted through the loudness of his engine.

The Once-ler opened his palm gently and whispered, "Don't worry little guy, we'll get you planted."

"Oh no."

The Once-ler didn't like those words let alone the sound of it leave Ted's mouth. He quickly shot his head up and discovered what the problem was; the center of town was dead ahead, however it was slowly filling up with the other residents that finally found the courage to leave their homes. They quickly screeched to a halt and could only stare awkwardly at they began to notice them,

"There's that Wiggins kid!" One pointed and shouted.

"It's the Once-ler!" Another shouted.

"It's hideous!" A woman shrieked.

The Once-ler shrank as much as he could behind Ted and hid his face with his Thneed, Ted swallowed the lump in his throat as the townsfolk slowly began towards them.

"Uh Ted…" Audrey spoke nervously.

Ted turned his head and to his horror, the spybots he managed to loosen from his trail had caught up to him and were staring him down. The two glanced at the rock and the hard place they were stuck in between in; Ted also noticed another set of bots and the O'Hare delivery truck entering into the center of town from a different route.

Time for a new plan.

"HANG ON!" Ted shouted as he floored the accelerator, the other barely managed to hang on as they darted in between the angry crowd and the bots and went off towards another part of town.

Ted could hear the delivery truck and the winding gears of the bots close behind them; his plan to tell the town about the Truffula seed was not looking too bright, he had to find an open opportunity to tell them without being captured a second later.

Which led up to the 'new plan' part: he had to get rid of the spybots first.

But how? He had to assume that those things were somewhat intelligent so he needed to be smarter. Through his side view mirror he could see a few of the spybots splitting up in different directions; most likely to try and corner them, all that remained for now was the truck and the one spybot.

They didn't realize that they made it easier for Ted.

Ted spotted a ramp on the side of a building that and also a window near the top of another building, he studied the angle and it looks like if he built up enough speed, he could possibly fly right into said window.

Ted could only pray his bike racing victories and practices will pay off for him today. He firmly pressed his foot down on the pedal and began to speed up.

The Once-ler tightened his grip on the boy's shoulder, "Ted! What are you doing?!"

"Trust me!"

Once he entered up the ramp, the truck screeched to a halt while the bot continued to increase speed and chase him down. Perfect.

As they were quickly approaching the edge of the ramp, Ted looked over his shoulder and shouted, "Crouch down as much as you can!"

Audrey and the Once-ler didn't waste any time; they lifted their legs as much as they could and pressed them as tightly to the side, they lowered their heads and tightly shut their eyes, anticipating the worst.

By now, Ted had the pedal pressed down flat but the bot was still somehow catching up with him, he could only hope he could make it off the ramp before it could catch them.

Then, there was suddenly nothing beneath the bike anymore. They were airborne.

The bot followed suit and leaped off the edge of the ramp as well, everything seemed to be in slow motion for that short moment; as they approached the open window, Ted turned his head and along with the other two watched in horror as the bot tried to claw onto the end of the bike.

It missed it by mere inches.

They quickly disappeared through the window with the sound of shattered glass; the bot was not to fortunate. It collided into the wall just below the window, its pieces falling down hard onto the ground.

The guard could only stare with his mouth agape at the pieces of the mechanical apprehender; a leg occasionally twitching and sparks flying out of its main body.

The first thing Ted learned when he need to stop on his bike was do a small donut while applying the brakes, he found himself on the top floor of someone's house; the three of them unscathed and the bot nowhere to be found.

The three looked at each other and began to laugh nervously, then quickly evolved into laughter of realization that they actually pulled it off. They ended the laughter with a sigh of huge relief, but they couldn't relax just yet.

They heard screams coming from the corner of the room and they looked over; it was a family that was still hiding in fear from the initial sirens and now the enemies of the town had burst into their house without warning.

They ducked their heads at the knick knacks thrown at them; Ted shouted his apologies even if it was heard by deaf ears. They quickly exited the room, rode down the stairs and knocked the door off its hinges as he rode right into it.

Ted cringed; he knew all this was going to come out of his allowance in the end.

He looked over and saw another bot was briefly scanning his fallen ally, he glanced up at Ted and he could've sworn the bot was glaring at him. Ted wasted no time and took off in the other direction, the bot quickly followed.

So far so good, if Ted couldn't outsmart them he could easily outskill them with his bike, as long as he kept his cool and did that, he had the terrain advantage.

"Uh Ted…..!"

It was Audrey.

"We got a big scary blimp coming at us fast!"

The three found themselves looking over their should and up at the giant colossal blimp approaching at them surprisingly fast; Ted and Audrey were so used to simply seeing the blimp float over their town on a daily basis that they were oblivious to how fast it was capable of going.

O'Hare gazed down at them through a visual screen in his office with a maddening sneer; his second guard that was ordered to stay with him stood by him and watched as well. Without looking up at him, O'Hare simply snarled.

"Fire."

The front end of the blimp opened up and what shot out of it was a solid steel harpoon tied to a bungie cord. Audrey cried out and shrank back as much as she can as the harpoon dug right into the back of the bike, completely destroying the back reflector light in the process. Once it was dug in, it went from one large point into three smaller points, creating a secure grip on the bike.

O'Hare chuckled, it was just like catching a fish. "Reel 'em in!" he shouted.

Ted could only sit there helplessly as the bike was slowly lifted off the ground from the back until he found himself sitting on his handlebars with the Once-ler practically on top of him.

Audrey however, lost her balance and fell over.

"AUDREY!"

With lightning reflexes, Ted managed to grab her just before she plummeted to her death. He had never felt more terrified than at that very moment; the girl of his dreams was one hand slip away from falling, him and the Once-ler were at risk of falling and even if they ended up not falling, they would end up being captured by O'Hare.

Ted felt helpless; there was nothing they could do at this point.

How in the world could this get any worse?

Just as Ted spoke of this, the bot that was chasing them before getting hooked sprang high up in the air with its legs and latched onto the cord above them. It glared down at them as Ted hung his head and groaned.

Yup it just got a lot worse.

* * *

To Be Continued…..


	19. Thneedville Chase: Part 2

As much as I enjoyed the Holidays I'm glad the hectic shopping and running around is finally over. I hope everyone had a wonderful holiday as well! Here is a late present for all of you!

~~Response to readers~~

EmmaLennyEddie- I appreicate the compliment, thank you! I'm glad you're enjoying it.

Oncies-epic-girlfriend- I'm glad you like the story! To answer your question, the Once-ler still looks like his younger self despite that he's over eighty years old; since he's half tree and I always assumed that Truffula trees live for hundreds of years he ages a lot slower now. That story 'Fate of the wisps' sounds interesting, I'll have to take a look at it! I loved Brave so I'm pretty confident I'll enjoy this story, especially if the Once-ler is in it, hehe.

Yapook- Lol, oh come on Ted and the Once-ler have plot armor! I wouldn't kill them off! (Spoiler, oops)

beanie-art1- I'm glad you enjoyed it!

Supermice- I hear what you're saying; more emotions help with character development and it's kinda funny, there has been numerous times where I've put more emotion into it, like the chapter of Norma's story for instance. A part of me wanted to keep it in but my biggest fear was that it would steer away from the mainstream plot of the story, especially since a lot of people already know the characters for the most part.

* * *

The Tree with a tongue

Chapter 18: Thneedville Chase: Part 2

* * *

His parents left not too long ago; they strictly told him to stay inside the house no matter what. Kyle laid flat on his back on the couch with his arms folded behind his head, ever since O'Hare's announcement was heard throughout town; his father agreed and wanted to protect his family.

But what about Ted?

O'Hare practically branded him and his family pariahs to the whole town now, what's going to happen to them once they're caught? Are they going to be kicked out of town forever? Where will they go?

Kyle nervously shifted to his side; he didn't want that to happen to them. Sure Ted's acting like an idiot right now but he's not bad, neither are his family; he knew them his entire life and his and Ted's mom were best friends.

Was he the only one in his house that still remembers that?

His ears perked at the sound of a faint scream coming from outside, he shifted himself until he was on his knees and pulled the curtains aside to look out the window. The first thing he saw was O'Hare's signature blimp/office hovering dangerously close over town but that wasn't the strange part; the strange part was a long cord that seemed to be attached to the blimp and the other end attached to something much smaller, more red. It almost looked like….

"Ted?" Kyle whispered.

He squinted his eyes to try and get a better look and he quickly wished he didn't; it was definitely Ted's bike and the person dangling in the air was Audrey.

Kyle panicked; he felt like he had to do something but what could he do? He was the one that chose to stay out of this crazy situation and he was right to do so; after all, it was smart to not go up against the most powerful person in Thneedville.

'_Smart? Or cowardly?'_

Kyle released the curtains the sunk down into the couch with a groan. With his legs bunched up, he wrapped his arms around his knees and buried his head in his arms.

"Darn it, what's the right thing to do?" he muffled into his sleeves.

oOoOoOoOo~~~~~~~~~~~~oOoOoOoOo

Ted could feel the blood rushing up to his ears as leaned forward with Audrey's hands in his; the only thing that kept him from falling forward was the handlebars, the sheer power of his legs and the Once-ler's firm grip on the back of his shirt.

He was far from safe, neither of them were.

He never felt so scared; he could see the frantic tears in Audrey's eyes and the occasional scream that would escape from her lips.

He positioned his feet as best he could and as he bit his lower lip he used every ounce of strength he had to pull up the older girl.

He couldn't fail, he can't afford to.

The Once-ler could only watch helplessly as the two children in front of him struggle to stay safe. The sounds of metal gears grinding made him turn around and come face to face with one of the spybots slowly crawling towards them like a spider crawling on a thread of its web.

Its red eye was glaring directly at him.

It looks like the Once-ler was going to have his hands full as well; there had to be some way to get away from O'Hare but they were so high up at this point…..

It was at that moment he felt the soft material of his Thneed around his neck; the sharp winds had blown it off his head a while ago, he reached up and placed a gentle hand on it.

He had an idea.

He snapped out of his thoughts as the spybot gripped its metallic legs around him, he cried out and struggled against the creature. He could feel it trying to grab both of his arms; it was trying to restrain him before he was brought to O'Hare. While he tried to push away the spybot's legs he growled in frustration and reeled his hand back in a fist, he struck directly into the creature's eye, smashing it's red lens into several pieces. The spybot reeled its legs back and clawed away at its broken eye, screeching in agony.

The Once-ler knew this was the only window of opportunity they had. He looked down at Ted and Audrey; who had finally gotten to a safer position with her knees resting on the handlebars.

"Ted!" He shouted, "Listen, we have to jump off the bike!"

"_Are you crazy!?_ I just got Audrey _on_ the bike!"

"Both of you grab onto to me and on the count of three, we'll jump!" The Once-ler could still see doubt in Ted's eyes, "You told me to trust you before! Now it's time for you to trust me!"

Ted gave him a firm nod and reached down to help Audrey get closer to the Once-ler, soon the two of them had a firm grip around his waist.

"Alright! One!"

The spybot twitched and turned towards the Once-ler's voice, the Once-ler unwrapped the Thneed from around his neck.

"Two!" The bot blindly reached out towards him.

"THREE!"

He pushed the spybot away from him right before they leaped off the bike. A small crowd of people nearby had gathered and watched helplessly throughout the whole incident; they were more terrified for the lives of the two children than they were of the Once-ler. They gasped in horror as they suddenly saw them jump off their only life support.

Ted and Audrey did their best not to scream as they felt nothing but the air whipping around them, they continued to keep a death grip around the Once-ler's waist. They suddenly felt a violent jerk followed by the sudden cease of the violent winds and replaced it with a gentle breeze. The two found the courage to open their eyes; they seemed to be drifting gently through the air, they both looked up at the same time and saw the Once-ler; his teeth were gritted with focus as both of his arms were above his head, gripping to both ends of his Thneed that was no longer wrapped around his neck but now seemed to be stretched out wide above them.

He was using it as a parachute.

The two kids smiled; Ted began to laugh, "Dude that's amazing!"

The Once-ler smiled wide at them, "The Thneed makes a great parachute!"

OoOoOo~~~~~~~oOoOoO

O'Hare had his forehead pressed against the glass; his mouth agape at how they managed to escape from him…..yet again. He pressed his teeth together in a growl and began stomping his office floor in a tantrum. He whipped his head towards the outside; his hair now slightly messy, "Alright, it's time for plan B."

OoOoOo~~~~~~~~oOoOoO

The hooks from the harpoon suddenly retracted, causing it to loosen and releasing its grip on the bike. The spybot that continued to thrash around blindly suddenly felt itself floating as both it and the bike fell to their doom. It was spared seeing the fast approaching pavement as it and the bike smashed against it and shattered into many pieces.

The three gently landed on a nearby rooftop. Ted slowly went near the edge of the roof and stared sadly at the shattered pieces on the asphalt, "My bike….."

The two walked up beside him, the Once-ler placed a hand on his shoulder, "I'm sorry Ted."

Ted sighed and shook his head, "Eh, it's just a bike. The important thing is we're okay."

There was a moment of pause before they heard a hissing noise coming from the blimp. The three looked up and saw the front door slowly opening up, revealing O'Hare hooked on to his bodyguard who had a jet pack of some kind attached to his back. They watched in horror as the two jumped off the blimp.

"Not for long," Audrey said.

Ted turned heel, "Run!"

The three reached for the rooftop door but their retreat ran short before it even started; Ted tried the pull the door handle down but it stopped short. It was locked.

Ted grunted as he angrily kept pushing down as well as slamming his shoulder against the door, "It won't open!" The three jumped when O'Hare's voice broke through the air with a mega phone.

"_YOU WON'T GET AWAY WITH THIS BOY!"_

The Once-ler knew they didn't had little to no time, he made a quick shoulder glance at their fast approaching pursuer then glanced back at the loose, old and rusted looking handle…

"Stand back."

Ted and Audrey quickly stepped out the way as the older man approached and lifted his fist in the air before slamming it down hard on the handle like a hammer. It did plenty of damage to the handle but it was still hanging on.

And now his hand hurt really badly.

The Once-ler growled and suddenly threw his foot up in a kick, causing the handle to fly up in the air followed by a creaking noise from the now open door. The three wasted no time and they ran inside.

O'Hare and his bodyguard halted in front of the loose door; his bodyguard was too big to fit through that small entrance and even if he can detach himself, he didn't want to run down those stairs.

O'Hare sneered, "We'll just meet them at the bottom."

As the trio rushed down the spiral steps, Ted's voice echoed off the metal walls, "Did I ever tell you you're awesome?" he smiled.

The Once-ler panted in response, his own smirk could be heard in his reply, "You're welcome to mention it more."

"What are we going to do though?" Audrey asked, "O'Hare's probably waiting for us at the bottom."

Ted tried to think of a plan as they fast approached the ground level, once they did he quickly discovered that there were two ground entrances; one for the front and the other for the back of the building.

Ted smiled, this made things much easier.

He pressed his ear against one of the doors and judging by all those voices and commotion he assumed this led to the front. He rushed to the other and pressed his ear; feeling confident by the silence he opened it as meekly as he could and the only thing he could see was the outer wall of Thneedville and a dark alley.

"Come on, let's go."

The three rushed out one by one and ran down the alley, ignoring the robotic animals that popped out and glared at them with their angry red camera lens. Once Ted felt like they ran far enough, they slowed down and walked in between two buildings that would lead them to the shopping district of the town. Ted discretely poked his head out and observed what they were up against; O'Hare had detached himself from his bodyguard and firmly waited for the closed door in front of them to open, while residents have themselves scattered around the district searching for the Once-ler and the Wiggins boy.

Ted scowled under his breath and retreated his head back into the alley, it was going to be tougher getting back to the park district; without a bike they can't outrun all those people.

However, before he could think of any plan in his head, the three jumped when they heard a siren coming from above them. They gazed up at the top of the buildings with their ears covered; it was one of those stupid spybots again, Ted forgot how many there were.

Ted's eyes widened when its front lens opened up, "Watch out!"

The three quickly pressed against the wall, narrowly avoiding a flying net as it wrapped around a couple of trash cans. Ted didn't like this new strategy but sadly it's the only one they had, "Run!"

The three held their breath and bolted out of the alley as another net was shot at them and missed. Ted kept his attention straight ahead of them and ignoring the looks and cries coming from the town residents, he prayed that they would all just step out of the way and avoid them at all costs but sadly that wasn't the case; some of them approached them and stepped into their path with some random blunt object in their hands, eventually they were surrounded.

Though they tried to put up a tough front, Ted could easily see them shaking slightly and their nostrils flaring from labored breathing. He had an idea.

He turned to the Once-ler and muttered, "Listen, I want you to act as dangerous and scary as you can."

The taller man gave him a look, "What?"

"I think it will work."

"But I'm not dangerous at all."

"They don't know that."

"This is a stupid idea."

As she noticed the residents slowly began to close in, Audrey tried her best to poke her voice in between the two bickering guys, "Whatever the plan is, we should probably do it now."

Ted slightly gestured to the crowd with his head and a tiny smile, which the Once-ler could only respond with an eye roll and a sigh. He puffed up his chest as much as he could and marched up in front of Ted and faced the confronting crowd; he cleared his throat a little bit before he took a deep breath and curled his lips back in a loud echoing snarl; his gloved hands raised and fingers curled in slightly.

Everybody in the district was silent. Ted tried his best not to laugh; it was the most hilarious attempt at being scary he'd ever seen, it wouldn't surprise him if it didn't work.

Then it happened.

It started with the ones that were directly in front of them Once-ler; their blunt objects fell limply from their hands and let out cries of fear before they pushed their way past the stunned crowd. Then the rest followed; they all screamed and cried out and scattered around in a mass panic.

O'Hare, who was triumphantly enjoying the scene at first, now was completely flabbergasted at how a ridiculous stunt like that could create such fear; he had clearly done too good a job at keeping the town scared. He growled and began to fight his way through the terrified crowd towards the three with his bodyguard struggling to keep up.

"YOU CAN'T OUTRUN ME FOREVER!" he shouted through the crowd, the three turned their heads towards him in panic.

Audrey saw the spybot on the top of the building from the corner of her eye; it positioned itself before it aimed its opening lens on the Once-ler. She rushed over and pulled roughly on his arm, "Duck!"

All three ducked down as a net flew over them and right into O'Hare; it wrapped around him and the small weights twisted around one another, completely knocking him off his short legs.

He growled and shouted as he struggled in the net, "YOU PIECE OF JUNK! YOU'RE SCRAP METAL! YOU HEAR ME!"

The spybot crouched down in fear and shame.

O'Hare suddenly saw the three on the run again; he looked up at his bodyguard that finally caught up to him, "Get me out of this thing! Now!"

The trio ran across the central part of the shopping district, running in a serpentine style to evade the several nets that were being shot at them. They heard the shorter man shout from behind them; when they turned they saw that O'Hare's bodyguard was charging roughly through the crowds while holding his boss above their heads.

He knew that they wouldn't be able to outrun him by thanks to his quick thinking; Ted led the two in a slightly different direction, "Quick! The elevator!"

Luckily the elevator doors began to open thanks to the panicked residents who were trying to get away. They screamed and fled when they saw the three charging in their direction, they screeched to a halt and Ted repeatedly jabbed the button to the rooftop. It didn't seem to help; the elevator door seemed to take forever to close.

O'Hare dropped down onto the ground once they were out of the crowds and continued to charge in their direction with an insane gleam in his eye, "Nobody beats Aloysius O'Hare!"

"Ted," Audrey said, dragging on the name with worry. Ted didn't reply other than jabbing the button faster.

By the time the elevators finally shut, the three quickly pressed their backs to the back wall of the elevator as they watched O'Hare bang viciously at the thick glass doors while shouting out words that were muffled out.

All three let out deep sighs as the elevator began to go up; there was nothing but an awkward silence with the exception of the soft elevator music going. The Once-ler took the moment to soak up everything that had happened; up to him scaring the crowd and seeing O'Hare get trapped by his own weapons.

He couldn't help but begin to laugh.

Ted wasn't sure what caused him to laugh along with the taller man; maybe it was from all the stress of being chased around, either way it felt good to let it all out.

The building must have been the main shopping center cause the trip to the top took a lot longer than they expected. By the time they finally slowed to a top, the two guys stopped their laughter and took in a deep focused breath; once the doors opened the three ran out. The shopping center was deemed as the tallest building in Thneedville and for the first time, Ted was able to witness how tall it really was. They were so high up that the large fans that circulated the fresh filtered could be heard roaring just above them.

This was also the first time that one of Ted's plans didn't go through well. They were trapped.

Audrey shouted to Ted through the noise; her hair blowing gently from the brush of wind from the fan, "What do we do Ted!?"

Ted began to panic, he wasn't sure what to do; they were too high up to go free jumping to another building, and their chaser was down below waiting for them, "I…..I don't know." He suddenly thought of something and turned to the Once-ler, "How's the seed?!"

The Once-ler had completely forgotten about the Truffula seed, which was a first for him; he had always put the safety of the seed before anything else, including himself but now he was more scared for the safety of the two children. He dug into his pocket and cupped the fragile seed with his hands to protect it from the wind.

He frowned, "It's starting to get weak! If we don't plant it soon this whole thing will be for nothing!"

The next thing could be heard was Audrey's scared cry.

The two men looked up and stared in horror at O'Hare as he was now harnessed to his bodyguard; they floated up to the top with the jet pack and he was sneering down at them. The Once-ler quickly covered the seed but O'Hare already spotted it.

O'Hare whipped out a small white gun like device and aimed it at them; the three flinched away in response. He then chuckled, redirected his aim towards the fan and fired.

After a moment, the three relaxed and looked up at O'Hare. Ted almost laughed, "Seriously? You're twenty feet from us and you still missed?"

O'Hare sneered, "I didn't miss."

It was too late for the three to notice that the little gun wasn't a weapon but a grappling hook of some kind, it was too late for them to see the long white cord that connected to the large fan and it was definitely too late for them to react when O'Hare sharply tugged on the cord which pulled the fan down on them. The once gentle brush of the force winds that caressed over the top of the building had now become full force winds. The three were knocked off their feet; the Once-ler used his hands to cushion his fall against the concrete.

His action had caused the seed to fall victim to the winds as well.

"NOOOO!"

The Once-ler found himself chasing the seed, desperately trying to grasp it in his palm, he quickly ran out of roof to run on but he didn't care, he had to get the seed.

"Mr. Once-ler!"

The Once-ler felt himself getting pulled back by the rim of his green coat; he reached out for the seed one more time but it slipped away from him by a hair.

The Once-ler cried out in panic again, "NOOOO! I NEED TO GET IT!"

Ted grunted as him and Audrey used all of their strength to keep the taller man from falling over the edge, "Are you crazy!? You're gonna get yourself killed!"

O'Hare had his eyes locked on the runaway seedling, he pointed at it as he ordered, "After that seed!" With that, the two rocketed away.

The world seemed to stand still for the Once-ler as he watched valley's last hope for survival float away from him and most likely about to be crushed by O'Hare. He felt numb as he let the two kids drag him back safely onto the rooftop; he let himself collapse onto the concrete like a rag doll. He gripped his red silk hair and clenched his teeth as tears threatened to fall down his face.

It was all over. O'Hare had won.

* * *

To Be Continued….

Thank you all for being patient!

Don't ever think that I'll give up on the story; we're way too close to end for me to give up on it now! :)


	20. Thneedville Chase: Part 3

Sorry for the delay guys :-( There was a combination of midterms and not being able to find a good place to end with this chapter. Thank you all for being patient!

* * *

The Tree with a tongue

Chapter 19: Thneedville Chase: Part 3

* * *

"Make this thing go faster you idiot!"

The sheer wind force of the fan alone was enough to make the seed fly pretty far, never mind the little leaf acting as a sail. O'Hare had been close a couple of times but he didn't stop to think that whipping his hand wildly in an attempt to grab the seed would manipulate the air and cause it to evade from his grasp; he looked like someone who was trying to grab dust in the air.

Suddenly, O'Hare felt his body jolt as the engine of the jet pack coughed; another one came quickly and they started to fly lower.

"Out of gas?!" he growled and looked up at his guard, "This was supposed to be filled up!"

The guard shrugged at him, indicating he had filled it up; what O'Hare neglected to learn was that the jet pack was still technically a prototype and wasn't built to be used for a long period of time.

They slowly found themselves lowered to the ground.

O'Hare grunted as he twisted and turned in the harness, once he got himself unhooked he began his solo pursuit. At that moment he was not exactly representing a man of business; as he kept his eyes locked in the air and watching the seed began to settle over the center fountain, he kept stumbling over random debris and even his own feet, he didn't even care that his expensive business suit and shoes got drenched as he crawled into the fountain. A man, who has always shown patience and composure, was now beginning to crack, revealing the desperate crazed man he truly is.

A small engine was roaring somewhere in the distance, rapidly heading towards the mayor's location.

The crazed smile returned on O'Hare's face as he stretched his little arms up as far as he could; the little seed got closer.

A rubber wheel screeched against the pavement as it took a sharp sudden turn.

O'Hare couldn't contain his deranged laughter; he wiggled his fingers when the seed was merely feet from his grasp, "It's mine….IT'S ALL MINE!"

What occurred next happened so fast; the next thing O'Hare knew he spun around like a top before plummeting on his bottom in the water; which with his height he was almost submerged. If you rewind the scene seconds before and convert it to slow motion, you can see O'Hare's face twisting to a look of surprise as it shifted towards an unknown figure that was driving towards him on a one wheeled green bike and using a steep curb as a ramp, the figure hoisted himself up in the air, snatched the seed seconds before O'Hare could and side of the bike caught the short man's side causing him to be spun around.

O'Hare scrambled to his feet and coughed out the small amount of water he swallowed, he took his hand and pushed back his black wet bangs which were practically painted on his face; what he saw in front of him shocked him.

It was Kyle. After he landed he spun around in a small donut and held the seed up with a smirk.

"Too slow old man."

O'Hare stuttered, "K..Kyle?!" his fingers slipped from the wet surface as he tried to climb over the side of the fountain. He pushed his wet hair over his head and glared darkly, "Give me that seed, NOW!"

Kyle observed the seed for a moment before he shook, "I'm pretty sure this doesn't belong to you." He put the seed safely in his front shirt pocket and gave a short wave, "See ya." With that, he spun around and drove away.

Out of helpless anger, O'Hare could do nothing but roar with rage.

o~~~~~~~~~~~~~o

The Once-ler felt numb; he hardly acknowledged the two children shaking his shoulders to get a response out of him, he hardly felt them struggling as they picked him up by the arms and dragged him back to the elevator.

It was all over. The Once-ler knew he wasn't in good shape physically but it wasn't until now that he really felt it; his vision had gotten fuzzy and breathing had become a much tougher task. The elevator doors opened in front of him and he was dragged out.

"Mr. Once-ler!" Ted shouted, "Snap out of it! We got to get that seed!"

He barely heard what the boy said; something about a seed. He shook his head slightly, "No…..we can't get it…..it's no use."

Ted looked up at Audrey hopelessly, who returned the same expression. They had given up on trying to carry him and settled him down onto his knees.

Ted felt frustrated and defeated; even though he would never admit it, he almost felt like crying, "Mr. Once-ler please…."

The taller man continued to stare down at the pavement, muttering quietly to himself; almost like he was trying to shove the reality of the situation down his throat and forcing himself not to throw it up, "It's over…..he's going to destroy it…..the Truffula trees are gone…"

They always said anger was a secondary emotion to cover up more vulnerable emotions, well Ted finally understood what they meant; he pushed down his feelings of frustration and sadness and let the anger bubble up to the surface. He felt a snarl tug at his upper lip and swiftly move and knelt down in front of him.

"Look! I'm not giving up and I'm sure as heck not letting you give up! We've gone too far and done too much to just sit here and give up!"

The Once-ler didn't faze. Ted let out a low growl and was prepared to shake him senseless, but there was a flash of brown darkening his vision, followed by a heavy weight enclosed around him.

"No!" Audrey shouted.

Ted got his wits back and watched in horror as the spybot that was pursuing them before snuck up on them and snatched him and the Once-ler with a net. It shot a cord of some kind and it hooked onto the net, it began pulling them in like a spider securing its captured prey.

As the two began to get dragged away, Audrey cried out and rushed towards them; she wrapped her fingers around the netting and leaned all of her weight on the heels of her shoes in the opposite direction.

It wasn't enough.

"Ted!" Audrey shouted.

"Audrey!" Ted found the loose end of the net that was wrapped shut by small weights but he wasn't able to reach them; the net was wrapped too tightly around him and the Once-ler. He pulled helplessly at the net as he shouted, "Mr. Once-ler!"

The Once-ler just sat there limply, quietly accepting his fate. After all, he had nothing left to live for; the one thing he had devoted his life to protecting, he literally let it slip from his hands.

He failed the trees.

He failed the animals.

…He failed the Lorax.

He closed his eyes; yes, he deserved to wilt away on a giant blimp.

That effort to hold back his crying earlier, well that didn't last very long; Ted could feel tears welling up in his eyes and a sob rising up, "MR. ONCE-LER!"

The spybot was eager to deliver its targets to its master; it calculated that his master would want the boy as well for all the problems he caused. Suddenly, its sound sensors picked up something from its right; it aimed its visual in that direction and picked up an object that was rapidly coming at it. Its first logical reaction would be to jump out of the way but that would require detaching the cord and releasing its priority target; it felt conflicted.

Unfortunately it had little time to think, the object drove off a curb in to the air and landed hard on top of it; it's parts scattered all over the pavement. Kyle drove in a full circle and screeched to a halt in front of them.

Kyle gave them a short wave with a large smile, "Hey."

Ted let out a relieved laugh as he peeked through the holes of the net, "Kyle, you're here!"

Audrey and Kyle helped loosen the small weights and released the two from the heavy net. Ted quickly got to his feet and dusted himself off, "You're a sight for sore eyes."

Kyle rubbed the back of his head, "Yeah….guess I acted a little stupid earlier."

Ted shrugged slightly with an amused smirk on his face, "Yeah, you kinda did."

Kyle would have normally punched him lightly in the arm for that but he knew he deserved it. He glanced down at the figure that still laid limp on the floor, "So…I take it that's the Once-ler?"

Kyle's words were like a punch in the face to Ted; during that brief happy moment of seeing his best friend, he completely forgotten about the man he was helping. Ted got down on his knees and shook the Once-ler's shoulder slightly, "Mr. Once-ler come on, you have to get up."

The Once-ler shook his head, "No, there's no point. He has the seed; it's all over."

This time, it was Kyle's turn to get punched in the face with realization, "Oh right!" he dug into his pocket and pulled out something, "You mean this?"

Even the Once-ler lifted his head as all three gazed in awe at the sprout that was held between Kyle's fingers. Audrey stuttered, "H…how did you?"

Kyle smirked, "Managed to snatch it before O'Hare got a hold of it, it pays to being the best bike racer in sch….omph!" Before Kyle could react, a pair of green arms wrapped around him tightly, he did all he could to swallow the awkwardness he felt by being hugged by the Once-ler.

"Thank you," the Once-ler muttered with heavy relief weighing down his breath.

"Y..yeah sure, no problem." Without looking rude, Kyle slowly inched away from the embrace of the supposed creature he had grown up fearing. As he gave the Once-ler the seed, he noticed Ted was giving him a light glare with a raised brow.

Kyle shrugged, "What?"

"What was that you said just now? You're the best biker racer in school?"

When Kyle understood Ted's behavior he smirked, "Well, it's only the truth."

Ted felt his eyebrow twitch, if only Kyle knew the stunts he had to perform with his bike to evade capture; stunts that were so intense it ultimately caused its destruction. The urge to kick his butt in a race was overwhelming, but he had to swallow it for now; there were more important things to worry about.

He didn't have a bike anyways.

"We'll settle that debate later; I need to ask a huge favor from you." After a pause, seeing that Kyle was listening, "Can I use your bike?"

Kyle looked like he swallowed something sour, "My bike?"

Ted nodded, "I have a new plan and hopefully this will be the last." He looked over at the Once-ler, "Do you trust Audrey with the seed?"

The Once-ler silently nodded.

Ted smiled, "Good. Audrey, you and Kyle sneak out to the center of town where the gold statue is with the seed, we'll meet you there."

"What?" Audrey took a step forward, "Ted…."

Ted felt bad; he knew Audrey wanted to go with him and the Once-ler but flashbacks of her dangling off his bike came to life in his head, and how his struggling grip was the only thing keeping her alive.

"I'm sorry Audrey, but I don't want to risk seeing you get hurt again, especially what I'm going to be doing."

"What do you mean?" she asked, "What are you planning?"

Ted's face darkened in thought, "It will be a matter of time before O'Hare comes chasing after us again, and I'm pretty sure there's one bot left out there."

He sadly glanced at the Once-ler and the surprisingly resilient seed he was holding, "We're not going to be able to plant the seed at this rate, we need to immobilize them and buy ourselves some time. You and Kyle won't have any trouble getting there; it's us they want."

After a moment's pause Audrey gave him a firm, understanding nod.

The Once-ler gently handed her the seed and Ted helped him onto Kyle's bike. Once Ted was also secured he roared the bike to life and in no time, they were off.

Panic rose in Kyle's chest; he ran forward slightly and shouted as loud as he could, "YOU BETTER NOT SMASH IT!"

Ted's shout faded down the street, "NO PROMISES!"

Kyle pouted, "He can't afford two bikes…"

Audrey groaned and dragged him by the arm, "Come on, let's go."

o~~~~~~~~~~~~o

Ted had enough. He was tired of being the mouse caught in the long maze, now it was time to break down some walls. He paraded casually down the streets of Thneedville, twisting the hand on Kyle's bike and creating as much noise as he can to attract attention.

"Ted, what are we doing?" The Once-ler asked.

"We're going to take them out."

The only response the Once-ler had was swallowing the lump in his throat.

The sudden movement down the street in front of them caused Ted to screech to a halt. It was one of the O'Hare delivery trucks and what he saw inside was O'Hare's bodyguard at the wheel with an uncomfortable look on his face while O'Hare himself was standing on something to reveal himself at the passenger's side; his teeth were clenched and he was inhaling and exhaling heavily through his nostrils like an angry bull.

Ted smirked at him. With the screech of the bike's tire, he turned and drove off in the opposite direction.

O'Hare watched them drive away for a moment; his bodyguard gave him a worried look. What he heard from his boss next made his blood run cold.

"Run them over."

o~~~~~~~~~~~o

The Once-ler was very proud of Ted for getting his friends out of harm's way; the boy was right, O'Hare would chase the two of them down no matter what, why risk having others getting hurt in the process when it can be avoided?

However, the Once-ler wasn't sure how much more he can take; all the near death experiences and the fear of having lost the seed for a short moment were taking their toll on him. He could see his vision blurring in and out of focus, he found it much more difficult to breathe and the warmth of the sunlight that shined through the hole in the smog above town seemed weaker.

Was this what trees experience before they die? Unable to feel the wonders of the world around them? I wonder if humans felt that too?

His dark thoughts were interrupted when Ted jerked the bike to avoid a piece of debris. He re-centered his focus on the current situation and tightened his grip on Ted's shoulders. He turned his head and gasped when he noticed the truck was coming up fast behind them.

"Ted! Watch out!"

Ted gritted his teeth, "I see him…."

Ted noticed quite a few of the residents have gotten over their panic from the Once-ler's hilarious attempt to be scary and were slowly flooding back onto the streets to figure out what was happening. This was going to be more difficult; he had to avoid a pursuing truck _and _not hurt anyone. Ted quickly spotted an upcoming intersection and tightened the grip on the bike handles; he hoped the turning on Kyle's bike was as good as his.

"Hang on!" Ted waited until the timing was right; as they approached it he swiftly and sharply turned the bike, making a literal ninety degree turn.

o~o~o~o~o~o~o

O'Hare barely had time to tell his guard to turn after he saw Ted take a different route, the guard gritted his teeth and he did everything in his power to make that turn; the tires from the truck skidded and almost slid it into the corner of the intersection where there was a empty café and half of dozen wandering civilians, who would've been run over if they hadn't jumped out of the way.

Once they recovered the sloppy turn and were back on the road, the guard poked his head out; terrified and thankful that the pedestrians were okay.

"Watch the road you idiot! Go faster!"

The guard turned back and stared at his boss in shock; standing on a small delivery crate, O'Hare kept his hands planted on the dashboard and his eyes firmly on the bike in front of them. That near tragedy didn't seem to spook him at all. He didn't care….

The residents of Thneedville were in complete jeopardy.

The bodyguard faced forward with his hands on the wheel; a deep frown on his face and a growing anger inside of him.

o~o~o~o~o~o~o~o

The guard wasn't the only one to be horrified by the reckless stunt; the Once-ler glanced behind his shoulder the whole time while Ted watched it from the side mirror of the bike. Ted told himself to take a steady breath; he had to be more careful, he didn't want anyone to get hurt.

With the increasing number of people re-filling the streets, that was going to be difficult.

Ted saw sudden movement from the top of the buildings beside him; the final bot finally decided to reveal itself as it scaled the rooftops of the buildings with incredible speed and agility to keep up with the two of them. Ted noticed that the bot was even attempting to shoot nets at them, was it planning something? He definitely didn't want to stall too long to find out, he had to start coming up with a plan and fast.

Ted then noticed an underground entrance to the subway; that was perfect! The subway had to have been the biggest waste of money in Thneedville; hardly anyone used it, which also means there would unlikely be any people down there, and he can be out of line of sight with the bot…..perfect.

With a slight turn, they ventured down into the dark; both of their insides rattled as the tire ran down the cement steps.

Meanwhile, the bot halted and watched his two targets disappear into the underground tunnels. It wasn't going to be easily fooled like the others; its creator installed it with efficient navigation and the ability to create tactical strategies. Using said navigation, it saw the whole layout of the underground tunnel and predicted the odds of which exit they would come out of.

Once it got its calculations, it continued to scale the rooftops.

The front light of the bike came to life and the only noise in the tunnels were the echoes of its engine. With such low visibility, Ted had to keep the speed to a minimum; he planned to drive down as far as they could to gain distance between them and the delivery truck, then he would have some time to devise a plan.

What Ted didn't expect next was the crashing and the roaring engine of the truck echoing through the tunnels and it went down the same set of stairs as them. His blood ran cold.

The Once-ler jumped at the sound behind them and turned; despite the blinding light, his eyes widened when he noticed the truck was rapidly gaining speed and closing in on them.

"Ted!" he shouted warningly

Ted cautiously pressed down on the gas but that wasn't enough. The Once-ler grabbed his coat tail that was whipping around as the truck was now barely four feet from them. The Once-ler could barely see O'Hare as he leaned out the open window; his maniacal gleeful expression on his face as he bore his beady eyes into the taller man's.

Ted knew now that he had no choice; he had to floor it.

"Hang on!" Ted shouted.

Next thing they realized, their bodies were being pulled back from the sudden acceleration. At that moment Ted was terrified; there was nothing but pitch darkness in front of him and they could crash into a wall at any time.

Thankfully, he noticed a small speckle of light coming at them rapidly as they approached the furthest exit. The two flinched as they braced themselves for the brutal punishment their bottoms were about to endure from the cement steps.

o~o~o~o~o~o~o~o

The bot stood a good distance from the subway entrance; its lens zoomed in and focused on the top of the steps and waiting to fire one of its nets. The strategy was simple; the targets emerge from the tunnels, it will fire the net, capture them and be praised for its accomplished mission.

However, what it didn't calculate was exactly _how _they would emerge.

It certainly didn't expect them to shoot off from the steps with great speed, like they were just launched by a catapult. The bot widened its lens; showing a somewhat shocked expression as it watched the two shouting figures fly over and land behind it.

Before it could make a decision to follow them, it heard another noise from the entrance; it barely had enough time to leap out of the way before the flying truck would crush on top of it. As the truck began to drive away with screeching tires, the bot quickly rushed and jumped on top of it.

o~o~o~o~o~o~o~o~o

Ted took another sharp turn around the corner and found himself going down the steepest hill in town; back when they were too young to have motorbikes, him and Kyle would always challenge each other on their regular bikes to see who can go faster, despite all the cuts and bruises on their limbs and Kyle breaking his collar bone, to them it was all worth it just to feel the rush of the speed.

Now…..well…..he'd rather stay home and play video games.

Ted had to pull his bike back slightly to balance them out less they wanted to be splatter on the pavement, the wind whipped at his face so hard that it almost felt like needles.

He heard the truck behind them struggle to turn as sharply as Ted, followed by another crash into somebody's property no doubt; Ted prayed that nobody was hurt throughout this whole chase, they didn't deserve it.

Thankfully the lack of agility from a bulky vehicle had allowed Ted to gain a pretty good lead; maybe now he could think of a way to immobilize them so he could meet Audrey and Kyle at the center of town. When he reached the bottom he drove through a tunnel beneath a highway and screeched the bike sideways in another turn.

What he saw next was not good.

There he was; O'Hare's second bodyguard in the truck that Mom distracted from the beginning. Where the heck did he come from? And where the heck _was _he all this time? Sadly, none of those questions mattered as the guard quickly spotted them around the corner and began to accelerate towards them.

Ted never truly knew what it felt like to be between a rock and a hard place…..until now. However, it wasn't until he saw both trucks coming at him at high speeds that his idea finally came to him.

He'd just hoped his timing was right.

"Hang on Mr. Once-ler!" Ted slammed his foot down on the accelerator and turned back towards the hill.

"Ted! What are you doing?!" the taller man shouted.

Ted smirked, "Don't worry! I got this!"

All he had to do was make it to the tunnel before O'Hare did, though they looked to be neck and neck.

O'Hare poked his head out the window and watched the kid coming back towards him with a hilarious excuse for a glare and an arrogant smirk on his face. The kid was challenging him.

O'Hare barked out in laughter, "Bring it on Teddy!"

Ted held his speed firm. _Almost there._

O'Hare shouted again, "You don't have the guts!"

The Once-ler cried out and squeezed his eyes shut, embracing for the worst. At this point Ted's nerves were so rattled that he lost feeling in them. _Come on! Come on!_

_NOW!_

Ted shifted his steering slightly and they suddenly went from being on the road to doing a corkscrew through the tunnel, completely evading the truck all together. They got out of tunnel and smoothly got back on the road, driving back the way they came.

O'Hare cried out in rage as he looked behind them; there was no way they could turn around that quickly, at this rate they were going to lose them. He got back inside the truck and looked ahead just in time to see his other guard driving right into them; a set of airbags went off on the driver and passenger's side as two trucks collided; the sound of glass shattering and metal crunching filling the air. O'Hare had half of his head buried in the airbag; he knew by the immense pain that he broke his nose badly but he was too angry to care. He thrashed around to get the airbag out of his face the best he could and glared daggers at his other bodyguard, who was flinching in pain and flinching at the glare his boss was giving him.

"YOU'RE…" he grunted in pain, "YOU'RE FIRED!"

Ted laughed in victory while the Once-ler smiled with relief; both from getting away from O'Hare and making out of Ted's crazy stunt in one piece. With newfound momentum, they drove to meet Audrey and Kyle.

o~o~o~o~o~o~o~o

That was way too close.

The spybot glanced down at the ruined vehicles; that kid was definitely full of surprises, all of his crazy stunts deemed him too unpredictable. Thankfully when it saw the other truck coming at them for a pending crash, it leaped up and clung onto the stone at the top of the inside of the tunnel.

It turned its vision towards the bike as it drove up the hill and eventually out of sight. It's lens zoomed in to represent a glare.

Even though the kid's stunts were unpredictable, his destination however was not. It knew exactly where to find them.

o~o~o~o~o~o~o~o

Ted always liked to drive fast but considering that's all he did all day, he never had been more happy to drive at a decent speed. They approached the center of town where a large golden statue of O'Hare stood high and proud surrounded by a small park area. They slowed to a stop beside Audrey and Kyle, who were staring down at the ground with looks of concern on their faces.

Audrey looked up at them and smiled in relief, "Ted! You guys are okay!"

Ted hoped off the bike first, then helped the Once-ler off next, "Sure are. Come on, let's hurry and plant the seed before they come."

Audrey glanced at Kyle who shared a frown with her before she replied, "Well…..there's a slight problem." She stomped her foot on the ground to state her point, "There's nowhere to plant it."

Ted and the Once-ler looked around them with a horrid realization on their faces; throughout their plan to plant the seed, Ted had forgotten the one thing that he should've have realized from the beginning.

Everything was made of plastic, including the ground.

* * *

To Be Continued…..


	21. Let it Grow

Wow that was a long delay. There wasn't much I can do about it though; with my wedding being right around the corner and school, it felt like people were grabbing me by the arms and pulling me back and forth.

But at least the chapter is nice and long for everyone to enjoy! This is indeed the last chapter before the epilogue so a lot of loose ends are being tied together. Hope everyone loves!

* * *

The Tree with a Tongue

Chapter 20: Let it Grow

* * *

"There's no dirt anywhere Ted."

Ted was on his hands and knees, futilely clawing and banging on the plastic coated ground. How in the world did he forget about this? What the heck were they going to do?

Everyone turned their heads as a car screeched to a halt not too far from them. Helen practically threw herself out of her car followed by Norma, who came out of the passenger seat in a slower, more careful fashion.

"Oh Ted!" Helen shouted, throwing her arms tightly around her son, "I was so worried! We drove all over town but we couldn't find you!"

By then, Norma caught up to her daughter, "Nope, just the trail of destruction you left behind," she said with a giggle. She nudged him lightly with her cane, "Good job."

Helen snapped a glare at her, "Mom!"

Meanwhile, while hiding in the background of the commotion, the Once-ler got down on one knee and placed a gloved hand on the ground. He wasn't sure how, but he could not only feel the soil beneath this plastic prison but the nutrients within it. The soil beyond the walls of Thneedville was dead and stale; the long years of sour air and acid rain had damaged it; nothing could grow out there even if he did try.

But here…here the soil was very rich and fertile; the plastic coating most likely protected it from the years of pollution and environmental decay and was able to restore itself. As much as he'll never admit it out loud, O'Hare's attempt to hide anything natural had helped make it stronger. How ironic.

"I can…." He finally gasped out loud, "I can feel the soil beneath here, and it's healthy enough for the seed. We just need to break through this plastic." He held a gloved hand up to his head; his vision was beginning to black out…

"But how?" Kyle asked.

Norma gazed around the park area and noticed there was a small construction site not too far away with a small wrecking ball. An idea formed in her head.

"Grammy?" Ted asked, "Grammy what are you doing?"

Helen stepped forward, "Mom?"

Grammy didn't respond to either of them, instead she hummed a little tune in her head and with the help of her cane; she bounced up the stairs and planted herself on the seat. After a scan around the controls and a little twiddling of her fingers, she reached down and felt underneath the seat; she smiled brightly when she felt the pair of keys being held by a strip of Velcro. She thrust the key into the ignition and the engine roared to life.

The group watched as the metal contraption headed in their direction, however judging by how unsteady Norma's steering was, it was a good idea to avoid its path.

As the kids helped the Once-ler to his feet, Helen shouted, "Mom, get out of there! You're not even allowed to drive a car anymore!"

Norma waved her off in a huff, "Oh please, that eye doctor was a quack, and stop babying me! I know what I'm doing."

It took Norma all her strength but she managed to push one of the levers upward, lifting the wrecking ball higher. She then thrust it back down and the metal ball was dropped down hard onto the ground, breaking through the plastic and sending the pieces flying everywhere.

The rest of the group crouched and shielded their heads from the flying pieces. When they regained their posture, Ted smiled, "You're awesome Grammy!"

Norma hopped off the machine and smiled, "Of course I am." She pointed her cane to the dirt that showed through the shattered plastic, "See, easy."

Ted felt hope and excitement for the first time this entire day, "Great! We can plant the seed and…."

"Ted," Audrey spoke fearfully.

Perhaps he spoke too soon….

When he turned to face his two friends, he noticed Kyle was shaking the Once-ler. Audrey spoke again, "Ted, something's wrong; the Once-ler he's….he's not responding!"

o~o~o~o~o~o~o~o~o

There was so much damage; the people of Thneedville were not used to this kind of chaos. Several residents were scattered about, observing the property damage all around them. Many lost their vehicles, their businesses; even the homes of some had been damaged due to debris.

And it's all because of that Wiggins kid.

He brought that horrid Once-ler in and now no one was safe; they've been stricken in fear all this time and now they've had enough. Some shouted that they saw the Wiggins kid and the Once-ler heading towards the park in the center of town.

They all gathered in numbers and with newfound bravado, they headed towards the park.

o~o~o~o~o~o~o~o~o

Sadness filled the air as the group gathered around the Once-ler. Ted placed his hands on the Once-ler's shoulder and arm and gave it a shake, "Mr. Once-ler….Mr. Once-ler!"

The Once-ler stirred slightly, "T-Ted."

The kids helped lay the Once-ler gently on the ground; he was as limp as a doll. The Once-ler weakly attempted to lift his head but he didn't have the strength to keep it up and with that, it fell back on the ground. He spoke again, "I'm sorry Ted…but….I think this is it for me…."

Ted kneeled down in front of him; fresh tears beading up at his eyes, "You…you can't. We….we finally….the seed…..we made it, we did it."

The Once-ler smiled weakly, "You've done so much for me….all of you did." He motioned to everyone else standing around him with equal sadness. "I know the seed will be safe with you guys, and I know now that….someday….someday the valley will come back. The barbaloots….the swamee swans…..the humming fish…..you'll love them; they're really playful." He tried to chuckle, but all that came out was a violent cough, "And the Lorax….mustache…..I know you and him will be good friends Ted. I know many can't see him, but I'm confident you will be able to…..though I'd suggest hiding your….toothbrush from him….."

"Stop….just stop it…." Ted choked; the Once-ler's words sounded too final, he couldn't stand it.

The group heard voices from the distance; they turned and watched the angry crowds slowly approaching them. The Once-ler managed to lift his arm and grab Ted's, "Please, plant the seed and protect it; don't let them…..don't let him…"

His arm fell limp. His words stopped.

Ted hung his head low; his face hidden from the rest of the group. Norma gently kneeled down and placed her gentle hand on top of the Once-ler's head; tears trailing down her aged face.

Helen, Audrey and Kyle meanwhile, approached the group and form a protective line between them and Ted.

"Stop this!" Helen shouted angrily, "Stay away from my son!"

One person snapped back at her, "Your boy has been nothing but trouble!"

"He brought that Once-ler into our town!" Another shouted.

Audrey stepped forward with a firm look on her face, "Listen to me everyone! I know we have caused a commotion throughout all of Thneedville, but that's because we have been trying to share a wonderful truth with you!"

"Truth? What truth?" A lady responded.

"About trees!" Kyle exclaimed.

When he saw Audrey stand up to the huge crowd of people, it gave him a little inspiration to speak up as well. But when all he got were glares and a few people muttering, that inspiration was short lived. Kyle lost his confident posture and stuttered, "I mean….you know, real trees."

"_Real _tree? What exactly is a _real _tree?" One man asked snidely.

Kyle left his mouth open, but no words came out. He wasn't entirely sure himself, with that he turned to Audrey for help. Audrey took another step forward again with a soft smile, "Real trees are one of the most wonderful things in the world; something this land hasn't enjoyed in a long time. But with your help, we can bring them back! We can plant the very last seed and take care of it so it will someday give us more seeds to plant." She gently pulled the seed out of her pocket and showed the sprout to everyone….it seemed a little wilted.

The whole town stood there in silence, unsure of how to respond to the seed the girl was holding. After a full minute, one man stepped forward; his features bristled with anger, "Are you kidding me?! You've caused all this commotion and damage to our town just for that…that _thing?!"_

The man's comment was quickly followed by an uproar of agreements and angry shouting. Audrey shrank back to where Helen stood, the seed now being cupped protectively in her hands as Helen placed supportive hands on her shoulders. All three slowly backed up as the crowd of angry people pounded them with questions.

"What is so special about _real _trees?!"

"What do they even do?!"

"We have all these nice plastic trees in town already!"

"Why do we even need a real tree anyways?!"

A sharp bark of laughter cut through the words of the townsfolk, rendering them silent. They all turned to their right and noticed O'Hare leaning against a park bench; his large toothy grin widened with amusement after watching the entire scene earlier.

"Exactly," O'Hare sneered.

He pushed himself off the bench, dusted off his suit that has been ripped slightly from the chase and smoothed his messed up hair the best he could. As he began to walk around the crowd, Kyle grumbled, "Oh great."

Audrey looked over her shoulder, "Ted?"

Ted didn't move; he was still hunched over the Once-ler's motionless body. Norma, with one hand still on the Once-ler's head she put her other hand on Ted's shoulder to comfort him.

O'Hare cleared his throat as if preparing to preach out one of his big promotional speeches, "You guys want to know about real trees? Well there's a reason why there aren't any in town, they're awful! There these horrible dirty things that pop out of the ground all over the place! If you let them just grow wherever then they'll take over your parks, your businesses, your _homes_!" O'Hare made expressions with his hands as if he was telling a horror story, and the people in Thneedville were eating it up with a spoon.

Audrey had a fearful look on her face; things were not looking well for them. She gazed down at the sprout; now that it was beginning to wilt she wondered if it was too late to plant it. She turned to Ted but he still wasn't responding to O'Hare or anyone.

O'Hare meanwhile, continued his rant, "They make all these filthy leaves! They grow on their branches and then they just….die! They wither away and fall all over the place, making a horrible mess!" The gasps from the residents was music to O'Hare's little ears, "And don't get me started on the kinds of pesky bugs they attract; like bees! They just buzz around and sting you for no reason!" O'Hare turned his head away, pretending to look scared, "But that's not even the worst part."

"There's _more_?!" One person shouted.

"Oh yes," O'Hare replied grimly. He took a deep breath, "If you're around trees for far too long, you could…..you could…end up like _**THAT!**_" He pointed his stubby finger over at the Once-ler.

The entire crowd shouted in fright.

Audrey was so becoming so angry she could almost feel the tears of frustration forming in her eyes. She walked out of Helen's comforting hold and stepped forward again with newfound fire in her eyes, "Stop it! He's lying to all of you!"

O'Hare shrugged innocently, "Why would I dare lie?" He gestured to the Once-ler again, "I never wanted you all to know the horrid facts about trees, I've tried so hard to keep them safely away from all of you but now as you can see, these troublemakers are trying to let trees infest our perfect town. Who's with me in putting a stop to it?!"

The crowd erupted in cheer.

O'Hare pointed at the Once-ler, "We can start by getting rid of that horrid thing and the seed it brought with!"

o~o~o~o~o~o~o~o

Ted heard everyone's words around him but they sounded like they were miles away. He felt like such a failure; shouldn't dramatic heroic events have a happy ending? He looked at the corner of his eyes and saw his Grammy silently sobbing for a life-long friend she had not seen in so many years; a friend who she wanted to help as much as he did, now laid lifeless before them. Her sorrow made his feeling of failure even worse.

Then he heard the cheers from the people; people who were blinded by O'Hare's propaganda. The people had to learn the truth; there was nowhere to run anymore. When he heard all their footsteps marching towards him, he swiftly got to his feet and firmly walked up and spread his arms out.

"_Don't touch him!_" he shouted with a snarl.

The anger from Ted's voice thankfully made the people stop in their tracks; however their faces still showed their determination. If there was any time to speak his story, now was it.

Ted took a calming breath, "Listen, I was once like all of you; I went through the days in my life only worrying about my own problems, cause why should anything else be my problem if it doesn't affect me?" He paused, "Well, I quickly realized how wrong I was. This whole thing started by trying to find a real tree for Audrey on her birthday, then with a little help…" he turned and gave his Grammy a smile, "I found a way to get one, but it involved doing something I never thought I would do in a million years…I had to venture outside of town and find the dreaded Once-ler." He took a breath, "I could've easily had just given up right from the beginning and got Audrey something different, but when I saw how much the thought of seeing a real tree made her happy, I knew I had to at least try….and I did."

He took a quick glance over his shoulder at the Once-ler.

"When I finally found him, I expected the very worst; like getting maimed or eaten. Instead, I found a person who was just as scared of us as we were of him. Sure he may look….different but when he told me a very sad, yet moving story of how he came to be this way, I understood why. What you see behind me is a man who has big dreams just like we do; a man who has let greed and lack of responsibility cloud his judgment and almost rendered Truffula trees to the point of extinction, he wanted to do whatever it took to prevent that from happening and he got that chance. Throughout these years he's desperately wanted to save the trees, he's even come to O'Hare for help….and he pushed him away." He shot a dark glare at O'Hare, "All just so he can continue to make his fortune."

Some people in the crowd in began to mutter to each, others glanced over at their mayor. O'Hare's face twitched as his nerves got a little rattled, then quickly composed himself with a chuckle, "Please, I have no idea what you're talking about."

Ted kept his glare firm on him, "Why don't you tell them another reason you didn't want trees in Thneedville….the _real _reason." That caused more mutters from the crowd. "You guys are wondering what is so special about real trees? Real trees are able to produce fresh air!"

The crowds were definitely taken aback from that answer. While O'Hare listened to the curious words of the people, he began to sweat, "Oh come on! He's lying to you guys!"

Audrey stepped forward again to help Ted, "No he's not! We breathe oxygen and release carbon dioxide, just as trees breathe carbon dioxide and release oxygen. It's a cycle! We need trees as much as trees need us! And right now this little seed needs our help."

As she held up the seed to show everyone, she could've sworn it straightened up slightly.

Ted continued to usher onto the crowd, "The only thing O'Hare wants to protect is his own assets, if enough trees are growing then we wouldn't have to pay for fresh air, we can have it for free!"

The somewhat upbeat tones from the crowd told Ted that they were beginning to believe him, or at least were putting some thought into it. Everyone including Ted turned to O'Hare as he began to laugh.

"Please, are you trying to tell me a simple weed is able to produce what my advanced machines can do? It's crazy! Who are you going to believe? A young reckless kid who had no problems endangering your lives today while ranting about what sounds like something from a science fiction movie, or _me?! _Your honest and kind hearted mayor, who has made sure this whole town ran like clockwork? The mayor who allowed you all to feel safe and secure; the mayor who made sure you always had everything you wanted whenever you wanted. You're lives were just fine weren't they? Things are perfect in Thneeville! Why should we risk changing all of that just for something as trivial as real trees? Why fix what's not broken?"

The crowds slowly began to switch sides again.

Audrey muttered to him, "What are we going to do Ted?"

Ted stared at the crowd firmly; he wouldn't be able to use words to argue with what he assumed was O'Hare's trump card. At that point, he couldn't use words anymore; for them to know the truth, they had to see it for themselves.

There was only one thing left to do.

Ted turned heel and ran towards the Once-ler, "Kyle, give me a hand with him. Everyone follow me to that bulldozer over there."

The group had little time to think as Kyle lifted one arm while Ted lifted the other and they rushed over to the parked bulldozer as quickly as they could.

As the crowd shouted out in protest against them, they slowly began to follow them. O'Hare chuckled amusingly at them as he shouted, "Where ya going Ted?"

The two boys set the Once-ler down on the passenger side and Norma sat beside him to keep him up. Ted rushed over to the driver's seat and turned the key that was left in the ignition and started the bulldozer, Audrey and Kyle squeezed up front with him while Helen sat on the other side of the Once-ler. Ted made a slow wide 180 degree circle, spooking the approaching crowds and causing them to back away.

"Ted, what are you doing?" Kyle asked.

"Something I should've done sooner."

As he slowly drove up the ramp, O'Hare shouted mockingly, "I'm not sure what you're trying to pull Teddy, but no one's impressed! Just give up already!"

Audrey tensed up when she noticed where Ted was steering the massive machine, "Ted….Ted you're going to crash into the wall!"

Ted only smirked, "Yeah…..I know."

Everyone flinched as they braced themselves for the upcoming collision. They all jerked forward followed by a loud thundering noise rippling through the air; the wall shuttered violently but it remained intact. He backed the machine and tried again.

"That boy's gone crazy!" One person shouted, "He's going to destroy us all!"

O'Hare's blood ran cold when he suddenly realized what Ted was doing, "Someone stop him!" he roared.

It was too late.

The bulldozer collided again, this time it was a success. Wires snapped and metal groaned as a piece of the wall slowly began to fall backward. The first to go was the giant Thneedville sign; sparks erupted from it as it broke off its stand and crashed down onto the ground on the other side. Giant pieces of the wall fell apart as it timbered down like a chopped tree.

All that remained was a giant fog of dirt.

* * *

He felt warm again; as if he was sitting underneath the sun he had missed so much. He slowly stirred and opened his bright blue eyes; he couldn't believe it! He wasn't crazy! He was no doubt staring up at the sun itself. But that wasn't all; what accompanied the sun was crystal blue skies, another thing of beauty he thought he would never see again.

He sharply sat up and looked at his surroundings, he was gazing out into the same Truffula Valley he had remembered; the soft green grass, the clean rivers and of course the endless colors of the Truffula trees. However, he quickly noticed that something was missing.

There were no animals.

He tried to get up but he stumbled hard onto his knees. He barely recalled what happened before he woke up here; he was with Ted and his family and friends, he remembered evading from O'Hare's clutches, driving through every inch of the town of Thneedville, and talking to Ted as he laid flat on the ground.

"I'm…I'm dead." He muttered.

"No you're not."

The Once-ler jumped at the painfully familiar voice; a voice he had missed so much. He sharply turned his head in all directions trying to find him.

"You're not dead kid, but you are hanging on by a thread."

The Once-ler finally spotted him leaning against a Truffula tree; the Lorax.

He felt pressure building up on his face as tears formed in his eyes, he fought against every fiber of his being to not run up to his old friend and crush him in a bear hug.

"M…mustache!" he shouted in a shutter, "Wh….what is this? Is this heaven?"

The Lorax rolled his eyes, "I told you kid, you're not dead; this isn't heaven."

"But then….what is this place?"

The Lorax spread his long arms out, gesturing to the fields, "This is what the valley will look like someday…or it would have at least."

It was then that the Once-ler noticed small patches of the valley were as dry and dead as when he last left it; it seemed like they were slowly spreading.

"Wait? What do you mean?"

"This bright green valley is slowly fading away, along with you."

The Once-ler panicked, "B…but I've given Ted the seed! I…..I did what was right, the Truffula seed should be safe!" He trusted Ted with the seed…did he choose wrong?

The Lorax shook his head sadly, "The seed will be safe, but the very last of a species always has a very rare chance of surviving, I have seen it happen a lot."

The Once-ler ran a hand through his red hair, "I don't understand, what was the point of it all if it doesn't matter in the end!?"

The Lorax gave him a gentle look, "Kid, I did a lot more than just fuse you and that tree together." When he got nothing but a blank look from the taller man, he continued, "I was just fulfilling your wish. From my own choosing, I gave you a gift."

"A gift?"

"Magic is something I seldom use; if I use it too much, nature and all living things would become too dependent on it. They have to find their own strength, otherwise they can't survive on their own." He gazed down at his feet sadly, "I could've easily used my magic to restore the valley but…."

"….That's not how it works." The Once-ler finished softly.

The Lorax nodded with a small smile; the kid finally understood, "If I used my magic to restore the valley, then you and your family would just continue to chop down trees. You wouldn't have learned anything from it."

"But the animals…." The Once-ler whimpered.

"The Lorax sighed, "I never said it was easy. I knew it wasn't fair to let them go through all that but they did find their way and found a new home. It's like I said….."

"So they made it okay."

"Of course, and Melvin made sure of that."

The Once-ler closed his eyes to keep the emotion in; he was so glad Melvin found a safe place to live….he missed him so much.

"That must have been really hard for you." The Lorax looked at him sadly, "But it was that selfless act and your willingness to sacrifice anything to help the valley that showed me I could trust you with my gift."

The Once-ler shrugged, "What gift?"

"You are all that's physically left of the valley. In a way, you _are _the valley. The gift I gave you is the ability to restore and ensure that the valley can re-sustain itself, you've used the gift once if I recall….."

Then it clicked in the Once-ler's head. He remembered now; it was in O'Hare's office after he was found and caught, how a seed magically formed in front of him…before O'Hare crushed it under his shoe.

"I can create Truffula seeds."

"Bingo."

The Once-ler glanced down at his hands, "But…..how come I was never able to use it before? And why then of all times?

The Lorax frowned; his mustache drooped, "Because ever since you've locked yourself up in that Lurkum, you've been unwilling to trust any other human being…..especially yourself. That one incident was the very first time you truly had hope and trust for someone."

"But I….I couldn't just give anyone the seed….."

"Maybe not, but what about that young girl? Despite all the bad things that have happened in her life during and after your success of the Thneed, she put all that aside to forgive you and be your friend. If she was willing to forgive someone after that, don't you think you can too?"

The Once-ler looked away miserably.

The Lorax continued, "I don't blame you, a lot of ill has happened to you that day. Your family; the only set of people you _should _be able to trust took complete advantage of you and you lost everything you cared about in one big sweep." The Lorax also looked back on the hurt filled words the Once-ler said to him, "And also, some of it is my own fault."

The Once-ler looked at him confused.

"Like what you've been doing, I also did not trust humans. I've seen them disrespect nature far too much that I ended up being bitterly judgmental on them. When I first saw you and your strong desire to make your invention a success at whatever cost; to me, you were just another selfish human. But throughout the days, I began to see the other side of you; like your heroic, if not stupid, act to save Pipsqueak in risk of your own life. How the animals warmed up to you almost instantly when they have never done something that like before. But I think the biggest thing of all that made me second guess you was that you were able to see me."

He paused for a moment, "Only those who truly express caring feelings to nature can see me, I suppose that alone encouraged my dislike for humans. I will admit, throughout that time I began to see a friend in you but then I thought I was threatening the safety of the valley by letting you stay, especially after your family came along. I had to force myself to distrust you again in order to do what I thought was right at the time…..and I was wrong."

The Once-ler looked down sadly, "I didn't think those words you said back then would hurt me as much as they did. All my life I never had a single friend except for Melvin, but he was more family than he was a friend. After hearing you say that we were never friends, I got so angry that I decided to revert back to my old way of thinking; thinking only about myself." He smiled, "But hearing you say all this now, I'm glad to know at one point we actually were friends."

The Lorax smiled, "We still are. But you need to get your butt back up and help Ted."

The taller man frowned, "I'm too weak, I've been getting nothing but weaker throughout the years. What good can I do at this point?"

The Lorax shook his head, "That's because you're letting yourself get that way. You've kept yourself and the Truffula seed hidden from the world, nature can't be kept locked away like a caged pet, it has to be shared to the whole world; to everyone, that's its whole purpose for being.

The Once-ler became agitated, "Why couldn't you tell me this before?! After all this time?!"

The Lorax smirked, "You had to figure it out for yourself Beanpole, and I did leave you a clue."

The Once-ler growled, "I don't consider one word a clue, and I _still _don't understand what it means!"

The Lorax gave him a confident smile before he slowly began to vanish away in a sparkle, "Well, why don't you wake up and listen to what the beansprout has to say, then it will all make sense."

The valley began to slowly disappear until there was nothing but white around the Once-ler. He too felt himself begin to fade away.

"Beansprout?"

* * *

The Once-ler slowly stirred and as he opened his eyes, he discovered he was sitting in the backseat on a giant metal contraption. The first thing he saw was Ted getting up from the front seat, climbing out the window and standing on top of the machine as he faced the crowd of the awe struck residents. He felt a gentle squeeze on his shoulder; he turned and saw Norma staring at him tear-filled eyes of joy. She seemed to be the only one that noticed his renewed state, as they were too focused on Ted as he began to shout.

"Listen to me everyone!" His voice began to fill with emotion, "O'Hare is wrong! Things _aren't _perfect here in Thneedville! While we lived in this tiny little haven, the rest of the land suffered and we ignored it!" He gestured out to the darkened wasteland, the crowd did nothing but stare with shock and sadness; there was no words to describe what they were seeing.

Norma smiled proudly at her grandson while she and the Once-ler listened in.

"And it's only going get worse unless we _do _something about it!"

Something seemed to have sparked to life within the Once-ler. He gasped out a whisper, "Unless…."

"Unless we change our ways!"

The Once-ler managed to get a good look at the crowd; he could see the emotion and sadness in their eyes; not only from the reality and truth from the situation but also he could sense empathy, it's as if they could feel the pain the rest of the land was feeling.

He whispered as a smile began to grow on his face, "Unless someone like them….."

He looked up at Ted, "Unless someone like _you_…."

He then looked over at Norma and put a gloved hand over hers, "Unless someone like you cares a whole awful lot, nothing's going to get better, it's not." Norma smiled as she placed her second hand on top of his and gave it a gentle squeeze.

It's amazing; with everyone here, in an instant the word of the Lorax was perfectly clear.

Ted took the wilted seed and held it up high for everyone to see, "And we can start by planting _this!_" At that moment, something wonderful happened; the seed that had slowly wilted throughout the entire encounter suddenly began to gain strength and sit straight up, the little cotyledons that protected the sprout began to peel off and fall to the ground, revealing a small vibrant ball of pink tuft on top of the shoot.

The whole crowd stared in awe at the little plant; the eyes of one little girl in particular sparkled. Trees can be pink? Pink was her favorite color!

The emotional atmosphere of the scene was then interrupted by O'Hare's angry shout, "Alright I had enough of this! Bot! Do your job and take care of him!" He stepped out of the way as the final spybot slowly trotted forward with its red eye glared straight at Ted. The crowds cried out in fright and scattered out of the creature's way while Ted took a careful step back, just as the spybot was ready to fire its net, a stern yet calm voice spoke out from the crowd.

"Alright that's enough."

Luke emerged from the crowd and intervened the bot. Before it could respond defensively, Luke opened a compartment on its back and roughly yanked out a couple cords, the spybot's spider like legs gave out as it shut down, collapsing onto the ground.

O'Hare eyes widened with rage, "What are you doing?!"

Luke glared at him, "Putting a stop to this. I've worked with you for a long time, and the only thing we knew was that you desperately wanted to catch the Once-ler; not once have you ever told us why. But whatever the reason was, there is one thing I know for sure; nothing is worth risking the lives of your own residents." He spoke louder so all of the people can hear, "How many times has your mayor crashed into you businesses, you cars and your homes throughout this incident? All just to catch this kid here? Don't you think maybe our mayor; our leader could've handled this in a much safer and more rational manner?"

That statement caused a stir in the crowd as O'Hare began to receive increasing glares from them.

"No. Instead he jeopardized our safety in a reckless frenzy; no one would do that unless they had something to hide." Luke walked up onto the bulldozer and gazed down at the shoot in Ted's hands, "And I don't know about the rest of you, but if trees can really do the things they say then I think they are worth a try."

One man slowly nodded, "He's right."

A woman agreed, "It would be interesting to see a real tree."

"It would be nice to not have to pay for air."

Ted smiled broadly at the nods and positive words coming from the crowd. He turned to face his friends and family but he silently gasped when he saw the Once-ler smiling at him with tear filled eyes.

He couldn't believe it, he was alive! He was okay!

As the group helped the Once-ler out of the bulldozer, Ted jumped off followed by Luke. They all smiled at the crowd as they slowly approached all of them warmly.

O'Hare simply stood there looking completely deflated, it was at that moment that he lost; he was seeing his creditability and ultimately, his fortune flying out of his reach. "No…" he whispered while he shook his head. He then turned his sights on Ted and the Once-ler, who was standing beside him; at this point all he could see was red as he began to charge at the two of them with a snarl, "YOU!" He fingers tightened and curled, all ten of them prepared to strangle the little brat's neck.

Ted took a step back; he was surprised at the shorter man's sudden advance. The Once-ler however was not fazed, instead he created a hardened glare, puffed up his chest and stood in front of Ted right before O'Hare could do anything. He roughly grabbed the front of his business suit and lifted him up to eye level.

Angry blue eyes met shocked black ones.

"You hurt Ted," he snarled, "It will be the last thing you ever do. I'm done running away from you; the seed and I are here to stay."

O'Hare got over his initial shock and glared back at him, "Do you think I'm going to let that happen?! I'm still the mayor of this town and whatever I say goes!"

The Once-ler clenched his finger into a fist, wanting to punch the smug look on the shorter man's face. He couldn't do it though, despite his verbal threat he would never go through with it; it just wasn't in his nature and he would imagine getting punched by something made of bark would hurt….._a lot._

Just then, a large hand clamped down on O'Hare's head and pulled him out of the Once-ler's grasp. Being held like a rag doll, O'Hare meekly looked up and saw his bodyguard and recently fired bodyguard glaring down on him through their shades.

"Wh…what are you doing!?" He shouted.

Ted smirked, "You say you're the mayor of the town but I have a feeling everyone here now has a second opinion."

One guard whipped out a jet pack from behind his back and strapped it around O'Hare's waist. He squirmed, "NO! YOU CAN'T DO THIS TO ME! I'M ALOYSIUS…" At that point, the guard activated the jet pack.

Ted couldn't help but laugh as O'Hare flew wildly throughout the town before he eventually went over the wall and out of sight. The Once-ler could only smile with a deep relief; the man's corruption and greed had finally caught up to him and got what he deserved.

He felt Ted tug on his coat sleeve to get his attention, when he looked down the very first thing he saw was the little Truffula sapling that caressed in the boy's hands, he barely had time to cup his own palms before Ted passed it over to him. He took the time to gaze down and take a long look at the revitalized sprout, he could feel how happy it was; seeing the world for the first time and more than ready to embrace it.

'_Nature can't be kept locked away like a caged pet; it has to be shared to the whole world; to everyone, that's its whole purpose for being.'_

A small stab of guilt hit the Once-ler's chest, he finally understood and realized that after all these years of hiding the seed from the world wasn't the right thing, it was nothing but a selfish act. Ted led him and everyone else back to the center of the park with the crowd following closely behind.

They approached the broken piece of the ground that revealed the fertile soil, but before anything can be done they heard someone from the crowd shout out.

"Excuse me!"

Ted, Audrey and the Once-ler turned sharply towards a little girl that squirmed her way in between the crowd of people; her mother's hand that tried to reach out and grab her missed by an inch. The little girl slowed to a halt before the Once-ler, the two stared at each other for a moment while everyone else watched in anticipation.

The little girl smiled shyly and shuffled, "Can….Can I see the tree Once-ler sir?"

The Once-ler held his breath; his first instinct was the say no but a little voice told him that he couldn't do that anymore, it's time to leave the past behind and move onward to the future.

With that, he smiled at the little girl, "You sure can."

He got down to one knee and gently held it up for her to see. She smiled excitedly, "It's so pretty! I love pink! Are there other colors?"

"Of course, there's pink, orange, yellow, purple, red…."

"Like you!" she giggled as she pointed at his head.

The Once-ler chuckled as he ran a hand through his red hair, "Yeah, you're right."

The crowd relaxed and smiled in awe at the touching scene before them, if that little girl can warm up quickly to the Once-ler then they can too.

The little girl smiled widely, "I wish I had a tree, I would put it in my backyard and take care of it every day!"

It was then that the Once-ler remembered his gift; he could give the little girl a seed! But he still wasn't sure on how to do it.

'_Trust in her.'_

He could've sworn the Lorax just spoke to him, knowing the kinds of things mustache was capable of he probably did. With that, he tried closing his eyes and picturing the little girl taking care of the tree in her backyard; planting it in the ground, then watering it, talking to it…

Just then he felt a surge of energy stir inside him; a little ball of light formed between him and the girl and soon enough a seed formed. Everyone around them gasped at the first form of magic they had ever seen in their lives, even Ted and the group stared in shocked as the Once-ler gently caught the seed. He smiled down at it before he handed it to the little girl, "Here you go, promise me you'll take care of it?"

The little girl was so awed by what had happened; it was just like her fairy tale books! Magic _is _real! She smiled excitedly and took the seed into her little hands, "I sure will! I'll take good care of it!"

The Once-ler beamed at her then looked up at everyone else, "And there's plenty more where that came from!" He handed the little sprout back over to Ted, "Here Ted."

Ted took it with a confused look, "Shouldn't you plant it?"

The taller man shook his head, "No….this is your moment, not mine." He glanced over at the crowds, "I have to have faith in everyone," He looked back at Ted and the others, "Just like I have faith in you guys."

Ted smiled at him with a nod. With that he, Audrey and Kyle all knelt down in front of the dirt while Helen and Norma stood behind them. As Kyle and Audrey began to dig deep into the soil using their fingers, random members of the town picked up rocks from nearby and placed them around on the edge of the broken plastic, forming a circle.

Once the soil was broken up and softened, Ted gently handed Audrey the seed and whispered to her with a warm smile, "Happy Birthday Audrey."

Audrey held back tears as she placed the seed into the dirt followed by Ted gently filling up the hole around the seed and patting it down. He smiled in satisfaction, "I know I'm a little late on the gift but….."

He felt a warm pair of lips rest on his cheek.

At that point, his train of thought flush away like water down a drain. He was so shocked and love struck that he didn't acknowledge anything around him; not the townsfolk, not Kyle's laughter towards him or the Once-ler's rolling eyes.

The only thing that snapped him out of his blurry daze was his Grammy nudging him in the back of his shoulder. He turned his head and leaned out of the way for her as she walked up beside him with a watering can.

Everyone smiled at the baby Truffula as it received the first of many helpings of water. The Once-ler slowly eased his way out of the crowd and watched the town in admiration, never in all the decades of lonely isolation had he felt such inspiration; such hope from this small town. Even though he still felt hints of doubt linger at the back of his mind, he had to remember that things are different now; for the better.

"Okay," he whispered to himself. He felt that warm feeling again as a small glow of light appeared on his chest. He held up his gloved hand and grasped the light gently; when it faded, he opened his palm and it revealed another Truffula seed.

His smiled widened, "Everything's going to be okay."

Suddenly he felt Ted grab his arm and drag him back into the crowds, stumbling slightly. It was going to take some time; he and Ted knew that, but one thing they knew for sure was that things were finally looking up.

It was a brand new beginning.

* * *

To Be Continued….

All that's left is the Epilogue!


End file.
